Corporate Governance

China Baofeng (International) strives to maintain a high standard of corporate governance, and strictly complies with the requirements under the Listing Rules on the Hong Kong Stock Exchange in respect of corporate governance and other areas. We uphold the principles of a systematic, scientific, open and efficient corporate governance in establishing and implementing a comprehensive set of corporate governance structure and governance measures, to ensure compliance with the rules in implementing any company policies under the supervision of the board of directors and, through stringent internal control and external auditing, to safeguard the interests of all stakeholders including our shareholders, customers and staffs.

The board of directors comprises professionals with higher overall qualities, level of professionalism and strategic literacy. They are responsible for formulating company policies, developing strategies and ensuring an effective internal control environment is established inside the Company. Audit Committee and Remuneration Committee are established by the Board with a major composition of INEDs, to supervise the resources allocation and operation performance of the Company, and exhibit a systematic, steady and efficient governance.

The Company endeavours in maintaining high standard of corporate governance for the enhancement of shareholders’ value and provide transparency, accountability and independence.

Dealings in Securities Transactions by Directors

The Company adopted the required standard of dealings set out in Rules 5.48 to 5.67 of the GEM Listing Rules for the period from 1 January 2015 to 4 August 2015 and Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Listing Rules from 5 August 2015 onwards as the code of conduct regarding Directors’ securities transactions in securities of the Company. Upon the Group’s specific enquiry, each former Director who acted during the year ended 31 December 2015 has confirmed that during the year ended 31 December 2015, he had fully complied with the required standard of dealings and there was no event of non-compliance.

Board of Directors

The Board is responsible for the overall leadership of the Group, overseeing the Group’s strategic decisions and monitoring the business and performance of the Group. The Board has delegated the authority and responsibility for day-to-day management and operation of the Group to the senior management of the Group. The Company recognizes and embraces the benefits of diversity of Board members and will continue to adopt a board diversity policy. The Company will ensure that the Board has a balance of skills, experience and diversity of perspective appropriate to the needs of the Company’s business. Selection of candidates will be based on a range of diversity perspective, including but not limited to gender, age, cultural and educational background, experience (professional or otherwise), skills and knowledge. The appointment of Directors will continue to be made on a merit basis.

Due to the change in the control of the Company on 19 February 2016, all the former Directors resigned from directorship of the Company. As at the date of this report, the Board currently comprises 9 Directors, consisting of 4 Executive Directors, 2 Non-executive Directors and 3 Independent Non-executive Directors.