The Board of Directors is committed to principles of corporate governance practices and procedures. The corporate governance principles of the Company emphasize transparency, accountability and independence.

The Company has complied with the Code Provisions as set out in the Code of Corporate Governance Practices (“CGP”) in Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) during the year under review except for the following deviations:

Code Provision A.2.1 stipulates that the roles of Chairman and Chief Executive Officer should be separated and should not be performed by the same individual. The Company did not have a separate Chairman and Chief Executive Officer as Ms. Yeung Man Yi, Beryl hold the position of the Chief Executive Officer and assumes the duties of the Chairman during the year under review. The Board believed that vesting the roles of Chairman and Chief Executive Officer in the same individual provided the Group with strong and consistent leadership in the development and execution of long-term business strategies.

Before the annual general meeting of the Company held on 26th August 2009 (the “AGM”) under the Bye-laws of the Company, any director appointed to fill a casual vacancy or as an addition to the Board shall hold office only until the next annual general meeting of the Company and shall retire and be subject to reelection. These deviate from the Code Provision A.4.2 of CGP which requires all directors appointed to fill casual vacancy be subject to election by shareholders at the first general meeting after their appointment. Having reviewed the relevant Bye-law, the Board considers that the requirement under the relevant Bye-law is similar to the that required under the said Code Provision. A special resolution had been passed at the AGM to amend the relevant Bye-law so as to comply with the relevant requirement under Code Provision A.4.2. Code Provision A.4.2 also provides that every director, including those appointed for a specific term, should be subject to retirement by rotation at least once every three years. Though the Chairman will not be subject to retirement by rotation or be taken into account in determining the number of Directors to retire, as continuation is a key factor to the successful implementation of any long term business plan, the Board believes that present arrangement is most beneficial to the Company and the shareholders as a whole.

The independent non-executive directors of the Company (“INEDs”) are not appointed for specific terms but are subject to retirement by rotation under Byelaw 111 of the Company’s Bye-laws.