We will adopt the following measures to strengthen our corporate governance practice and to safeguard the interests of our Shareholders:
(a) the Articles provide that a Director shall absent himself or herself from attending the Board meetings (nor shall he be counted in the quorum) and voting on any resolutions of our Board approving any contracts or arrangements or other proposals in which he or any of his close associates is materially interested;
(b) our independent non-executive Directors will conduct annual review on the compliance of the Deed of Non-Competition by our Controlling Shareholders and the enforcement thereby by our Company;
(c) our Controlling Shareholders have undertaken and agreed to provide all information necessary for the annual review by our independent non-executive Directors on the compliance with and enforcement of the Deed of Non-Competition;
(d) our Company will disclose decisions on matters reviewed by our independent non-executive Directors in relation to the compliance with and enforcement of the Deed of Non-Competition either through our Company’s annual report or by way of announcements to the public;
(e) our Controlling Shareholders have undertaken and agreed to make an annual declaration on the compliance with and enforcement of the Deed of Non-Competition in our Company’s annual report;
(f) our independent non-executive Directors will be responsible for deciding whether or not to allow any Controlling Shareholder and/or his/its close associates to involve or participate in a Restricted Business and if so, any conditions to be imposed; and
(g) our independent non-executive Directors may appoint independent financial advisers and other professional advisers as they consider appropriate to advise them on any matter(s) relating to the non-competition undertaking or connected transaction(s) at the cost of our Company.
The Deed of Non-Competition and the rights and obligations thereunder are conditional upon (a) the Listing Committee granting the listing of, and the permission to deal in, our Shares, as described in this prospectus, and (b) the Listing and dealings in our Shares on the Main Board taking place.
As the Covenantors have given non-competition undertakings in favour of our Company, and none of them have interests in other businesses that compete or are likely to compete with the business of our Group, our Directors are of the view that they are capable of carrying on our Group’s business independently of the Covenantors following the Listing.