Financial Performance - Turnover for the six months ended June 30, 2022, was HK$2.2 million, a decrease of 82.0% compared to HK$12.2 million for the same period in 2021[13] - Gross loss for 1H2022 amounted to HK$11.0 million, compared to a gross profit of HK$0.1 million in 1H2021[13] - Loss for the period reached HK$49.9 million, which is a 40.0% increase from the loss of HK$35.6 million in 1H2021[13] - The segment profit for branded sales was HK$0.7 million, while the total loss before taxation for the group was HK$49.9 million, compared to a loss of HK$35.6 million in the prior year, indicating a worsening financial performance[56][67] - The Group incurred unallocated expenses of HK$37.1 million in the first half of 2022, compared to HK$33.4 million in the same period of 2021, reflecting rising operational costs[56] Operating Expenses - Total operating expenses increased to HK$37.1 million in 1H2022, up from HK$33.4 million in 1H2021, representing a rise of 11.0%[13] - Total operating expenses for 1H2022 were HK$37.1 million, up from HK$33.4 million in 1H2021, including one-off administrative expenses of approximately HK$6.3 million due to downsizing[81] Cash Flow and Liquidity - Cash and cash equivalents decreased significantly to HK$2.6 million as of June 30, 2022, from HK$49.5 million at the end of 2021[15] - Net cash used in operating activities was HK$30.6 million for the six months ended June 30, 2022, compared to HK$36.1 million in the same period of 2021[20] - Net cash used in financing activities was HK$16.3 million for the six months ended June 30, 2022, compared to a net cash inflow of HK$30.1 million in the same period of 2021[20] - The Group's bank balances and cash, including restricted balances, decreased to HK$6.1 million as of June 30, 2022, down from HK$52.9 million as of December 31, 2021[103][108] Liabilities and Equity - Total current liabilities amounted to HK$300.6 million as of June 30, 2022, compared to HK$322.6 million at the end of 2021, indicating a reduction of 6.8%[15] - Net current liabilities increased to HK$281.3 million as of June 30, 2022, compared to HK$252.4 million at the end of 2021[15] - As of June 30, 2022, the Group's total liabilities exceeded total assets by approximately HK$343.6 million[30] - The Group's equity attributable to owners of the Company was HK$343.7 million as of June 30, 2022, compared to HK$305.7 million as of December 31, 2021[18] Employee and Compensation - As of June 30, 2022, the Group had approximately 100 employees, a significant decrease from approximately 378 employees as of June 30, 2021[125] - The Group's remuneration policy aims to provide market-rate compensation packages to attract and retain high-quality employees[126] - The company provides a competitive compensation package, including base salary, double pay, and additional benefits such as retirement plans and medical insurance, reviewed annually[127] Corporate Governance - The company complied with most principles of the Corporate Governance Code, with some deviations noted[146] - The company has adopted a code of conduct for securities transactions by directors, confirming compliance with required standards throughout the first half of 2022[138] - The Audit Committee, comprising three independent non-executive directors, reviewed the unaudited financial results for the first half of 2022[158] Legal and Compliance Issues - The Group faced a legal claim for unpaid rental fees amounting to approximately HK$20.4 million, with a court ruling requiring payment of approximately HK$12.4 million[119][123] - The Group was ordered to pay approximately HK$2.8 million in compensation related to labor contract dismissals[120][125] - A subsidiary of the company faced a petition for winding up due to insolvency, scheduled for hearing on November 9, 2022[129] Future Outlook and Strategies - The Group is implementing measures to tighten cost controls over operating expenses to enhance profitability and improve future cash flow[33] - The Group is actively negotiating with financial institutions for new financing arrangements to meet future working capital needs[39] - The Group is exploring alternative sources of financing to support its operations[39] - The management is actively exploring domestic sales channels and conducting R&D for new products under the OS brand[88][95] - The Group aims to expand online sales channels for the OS brand by negotiating with e-commerce partners[89]

Financial Performance - The Group's total revenue for FY2021 was approximately HK$17.1 million, a decrease of approximately 69.1% from HK$55.4 million in FY2020 due to the global impact of COVID-19[14]. - Gross profit for FY2021 totaled approximately HK$1.8 million, down approximately 67.9% from HK$5.6 million in FY2020, with a gross profit margin increase from approximately 10.1% to 10.5%[18]. - Total operating expenses for FY2021 were approximately HK$64.8 million, a decrease of approximately 29.2% from HK$91.5 million in FY2020, primarily due to a 63.3% reduction in distribution and selling expenses[19]. - Other income for FY2021 was approximately HK$1.9 million, down from approximately HK$10.9 million in FY2020, while net other losses were approximately HK$0.6 million compared to HK$4.7 million in FY2020[20]. - The Group recorded a loss of approximately HK$84.2 million for FY2021, compared to a loss of approximately HK$95.8 million in FY2020[21]. Impact of COVID-19 - The business has been severely impacted by COVID-19 since early 2020, with significant order cancellations from clients due to the pandemic and trade wars affecting the global supply chain[26]. - The Board anticipates that the impact of COVID-19 will be temporary, with expectations for substantial improvement in the business environment moving forward[24]. - The board believes that the impact of COVID-19 is temporary, and business conditions are expected to improve significantly as overseas clients regain confidence and orders[26]. - OS's total sales revenue for the year 2021 was approximately HK$12.5 million, a decrease of about 59.3% compared to HK$30.7 million in 2020, primarily due to the impact of the COVID-19 pandemic[67]. Business Strategy and Focus - The Company is shifting its long-term business focus towards design and sales, which require lighter asset commitments[25]. - The company is adjusting its business focus to concentrate on asset-light design and sales[26]. - The Group is focusing on developing health care products in partnership with a leading hospital and sleep science research institute in Jiangsu, China[64]. - The research and development team of VMS is exploring new partnership opportunities, including the joint development of innovative health measurement solutions[61]. Assets and Liabilities - The net liabilities value of the Group as of December 31, 2021, was approximately HK$305.6 million, an increase of about 38.1% from approximately HK$221.3 million in 2020[73]. - The Group's gearing ratio as of December 31, 2021, was approximately 321.9%, up from approximately 181.4% in 2020, due to an increase in loans from a shareholder[74]. - The Group's total assets as of December 31, 2021, were approximately HK$81.3 million, with total liabilities amounting to approximately HK$386.9 million[78]. Inventory and Receivables - As of December 31, 2021, trade receivables decreased by approximately 12.5% to approximately HK$0.7 million from HK$0.8 million in 2020[56]. - Inventory was maintained at a low level of approximately HK$5.2 million as of December 31, 2021, down approximately 26.8% from HK$7.1 million in 2020[65]. - The inventory turnover days increased to 147 days in FY2021, compared to 87 days in FY2020[65]. - Management is renegotiating commercial terms with VMS customers to improve gross margins and accelerate the recovery of trade receivables[62]. Legal Matters - The Group recognized a litigation loss provision of approximately HK$2.8 million in the consolidated statement of profit or loss for the year ended 31 December 2021 due to legal actions initiated by former employees[95]. - The Group was ordered by the PRC Court to pay approximately HK$2.0 million to a group of ten former employees and HK$0.8 million to three other former employees as compensation for breach of employment agreements[95]. - The Group has appealed the judgments related to the compensation claims from the three individual former employees[95]. - The Group's management believes that any potential legal liabilities from ongoing litigations will not have a material impact on its financial position[99]. Corporate Governance - The Company has complied with all principles and code provisions of the Corporate Governance Code, except for deviations from Code Provisions C.2.1, C.1.6, and C.1.8[111]. - The Company recognizes the importance of board diversity, considering factors such as cultural background, experience, skills, and gender[120]. - The Board of Directors consists of five members, including one Executive Director, one Non-Executive Director, and three Independent Non-Executive Directors[112]. - The Company aims to maintain an appropriate balance of independent Directors to ensure independent judgment[114]. - The Board is collectively responsible for the Company's activities and affairs, ensuring no individual or small group can dominate decision-making[143]. Board Meetings and Committees - The Board of Directors held a total of 4 meetings in FY2021, with all members attending all meetings[159]. - The Audit Committee (AC) is composed of three Independent Non-Executive Directors, ensuring that the majority possess the necessary accounting and financial management expertise[188]. - The Nomination and Corporate Governance Committee (NCGC) held two meetings during FY2021, with attendance from all members, and reviewed the structure and composition of the Board[177][181]. - The Remuneration Committee (RC) also held two meetings in FY2021, with all members present, and focused on reviewing the annual remuneration of Directors and senior management[185][186]. - The Company has established clear roles and responsibilities for its various committees to enhance governance and oversight[170].

Financial Performance - The Group's total revenue for FY2020 was approximately HK$55.4 million, a decrease of approximately 79.5% from HK$270.4 million in FY2019 due to the impact of COVID-19[14]. - Gross profit for FY2020 totaled approximately HK$5.6 million, down approximately 81.6% from HK$30.5 million in FY2019, with a gross profit margin decrease from approximately 11.3% to 10.1%[18]. - Loss for FY2020 was approximately HK$95.8 million, compared to a loss of approximately HK$83.1 million in FY2019[21]. - The sales revenue of the Value Manufacturing Services (VMS) business in FY2020 was approximately HK$24.7 million, a decrease from approximately HK$181.1 million in FY2019, accounting for approximately 44.6% of the Group's total revenue[68]. - OS business sales revenue totaled approximately HK$30.7 million in 2020, representing a 65.6% decrease from HK$89.3 million in 2019, making up about 55.4% of the Group's total sales revenue[73]. Operating Expenses and Efficiency - Total operating expenses decreased by approximately 26.7% to approximately HK$91.5 million in FY2020 from HK$124.9 million in FY2019, driven by a 57.5% reduction in distribution and selling expenses[19]. - The Group is streamlining its organizational structure and operational processes to reduce administrative costs[65]. - Management implemented measures to enhance lean manufacturing and streamline operations in overseas markets[66]. - The Group re-negotiated commercial terms with VMS customers to improve gross margin and accelerate accounts receivable collection[69]. Market Opportunities and Growth - The Group anticipates opportunities for growth in 2021 despite the ongoing impact of the COVID-19 pandemic[24]. - The focus will be on steady growth in overseas business, with a particular emphasis on the China market, which is expected to show remarkable growth[25]. - The market demand for Smart Learning & Immersive Technology (SLIT) remains strong, with a series of new SLIT products set to launch, enhancing the learning experience through advanced Augmented Reality technology[26]. - The Group anticipates steady growth in the Chinese market, emphasizing smart learning and healthcare as key product categories[28]. Financial Position and Liabilities - The Group's net liabilities value increased by approximately 76.9% to about HK$221.3 million as of December 31, 2020, compared to HK$125.1 million in 2019[85]. - The gearing ratio increased to approximately 181.4% in 2020 from 106.2% in 2019 due to decreased turnover and increased loans from a shareholder[86]. - Accounts receivables decreased by approximately 97.2% to approximately HK$0.8 million as of December 31, 2020, compared to approximately HK$28.8 million in 2019[67]. - Inventory levels were reduced to approximately HK$7.1 million as of December 31, 2020, down from approximately HK$16.8 million in 2019[67]. Corporate Governance - The Group is committed to corporate governance standards, complying with the Corporate Governance Code and relevant provisions of the Listing Rules[115]. - The Board composition includes a mix of Executive, Non-Executive, and Independent Non-Executive Directors, ensuring effective leadership and control[123]. - The Company emphasizes continuous professional development for Directors to ensure they are updated on relevant knowledge and skills[130]. - The Board has established guidelines to clearly divide responsibilities between itself and management, reserving key strategic matters for its approval[146]. Employee and Remuneration Policies - The group maintained a remuneration policy that offers compensation packages at market rates to attract and retain high-quality employees[106]. - The Group's remuneration policy aims to provide a competitive compensation package that aligns with market levels, including base salary, bonuses, and additional benefits[112]. - Fixed salaries and benefits are benchmarked at the median market level against comparable companies, while performance-related bonuses are linked to predefined performance targets[114]. - As of December 31, 2020, the group had 428 employees, emphasizing the importance of workforce training and development[105]. Legal and Compliance Matters - During FY2020, the group recognized a provision for loss of approximately HK$2.3 million related to a litigation claim from a supplier for allegedly unpaid purchase orders[96]. - The group was involved in several litigations during FY2020, including a claim for approximately HK$5.5 million related to subcontracting fees, which was recognized in trade payables[103]. - The Company developed and monitored a code of conduct and compliance manual applicable to employees and Directors, ensuring adherence to governance standards[192].

Financial Performance - Turnover for the first half of 2020 amounted to HK$32.1 million, a decrease of 71.6% compared to HK$113.3 million in 1H2019[12] - Gross profit for the period was HK$3.3 million, down 82.0% from HK$18.3 million in 1H2019[12] - Loss for the period increased to HK$37.4 million, compared to a loss of HK$30.4 million in 1H2019, representing a 23.0% increase[12] - The total comprehensive loss for the period was HK$42.7 million, compared to HK$30.0 million in 1H2019[13] - Loss per share for the period was HK$1.44 cents, compared to HK$1.17 cents in 1H2019[13] - The Group's total revenue for the six months ended June 30, 2020, amounted to HK$32.1 million, representing a decrease of approximately 71.7% compared to HK$113.3 million in the same period last year[68] - Gross profit totaled HK$3.3 million, a decrease of approximately 82.0% from HK$18.3 million in 1H2019, with a gross profit margin of 10.3%[69] - Losses for the six months ended June 30, 2020, were HK$37.4 million, compared to a loss of HK$30.4 million in 1H2019[71] Operating Expenses and Cash Flow - Total operating expenses decreased to HK$44.5 million, a reduction of 10.9% from HK$49.9 million in 1H2019[12] - Cash balances of the Group decreased to HK$10.5 million from HK$18.0 million as of December 31, 2019[12] - Net cash used in operating activities was HK$23.8 million, compared to HK$10.2 million in the same period of 2019, indicating a worsening cash flow situation[18] - The company generated HK$16.3 million from financing activities, down from HK$26.0 million in the previous year[18] - Cash and cash equivalents decreased to HK$10.5 million at the end of the period from HK$18.0 million at the beginning, a decline of 42%[18] Assets and Liabilities - As of June 30, 2020, non-current assets decreased to HK$12.2 million from HK$20.0 million as of December 31, 2019, representing a decline of 39%[14] - Current assets also decreased to HK$58.9 million from HK$81.9 million, a reduction of 28%[14] - Current liabilities increased to HK$238.9 million from HK$227.0 million, indicating a rise of 5%[14] - The net current liabilities worsened to HK$180.0 million from HK$145.1 million, reflecting an increase of 24%[14] - The equity attributable to owners of the company decreased to HK$167.9 million from HK$125.2 million, reflecting a decline of 34%[15] Revenue Breakdown - Branded sales contributed HK$13.3 million to total segment revenue in 2020, down from HK$31.4 million in 2019, indicating a decline of approximately 57.6%[45][46] - OEM/ODM sales accounted for HK$18.8 million in 2020, compared to HK$81.9 million in 2019, reflecting a decrease of about 77%[45][46] - The segment profit for the Connected Home and Communications segment was HK$0.7 million in 2020, while the Health and Wellness segment reported a loss of HK$0.3 million[45] Strategic Focus and Development - The company continues to focus on the design, development, and distribution of lifestyle electronic products despite the challenging market conditions[6] - The Group is focusing on new product development in Smart Learning & Immersive Technology and Sports, Fitness and Health categories[73] - The Group is focusing on the development of Smart Learning and Immersive Technology (SLIT) products, with a strong market demand for these categories[78] - New Smart Learning products featuring immersive AR technology and voice recognition will be launched to enhance children's learning experiences[94] - The Group aims to maintain strong relationships with reputable distributors to develop overseas markets despite the impact of COVID-19[79] Employee and Governance - The number of employees decreased to approximately 452 as of June 30, 2020, from approximately 525 a year earlier[116] - The Company complied with all Code Provisions of the Corporate Governance Code during the review period[133] - The Company confirmed compliance with the Model Code for Securities Transactions throughout the review period[128] Other Financial Information - The board does not recommend any dividend payment for the six months ended June 30, 2020, consistent with the previous year[107] - The company has not yet adopted any new and amendments to HKFRSs that have been issued but are not yet effective, and is assessing their impact on results and financial position[29] - The Group recorded net gains of HK$3.9 million in other gains and losses during the first half of 2020, compared to gains of HK$4.3 million in 1H2019[71]

2 Corporate Information Contents 目錄 公司資料 6 Chairman's Statement 主席報告書 11 Directors and Senior Management of the Group 本集團董事及高級管理層 17 Management Discussion and Analysis 管理層討論及分析 22 Corporate Governance Report 企業管治報告書 50 Environmental, Social and Governance Report 環境、社會及管治報告 75 Directors' Report 董事會報告書 87 Independent Auditor's Report 獨立核數師報告 96 Consolidated Statement of Profit or Loss and Other Comprehensive Income 綜合損益及其他全面收益表 97 Consolidated Statement of Financial Position 綜合財務狀況表 99 Consolidated Statement ...

Financial Performance - Turnover amounted to HK$113.3 million, a decrease of 49.6% compared to HK$224.9 million in 1H2018[13] - Gross profit was HK$18.3 million, down 59.5% from HK$45.1 million in 1H2018[13] - Loss for the period was HK$30.4 million, an improvement of 51.2% compared to a loss of HK$62.3 million in 1H2018[13] - Total segment revenue for the six months ended June 30, 2019, was HK$113.3 million, a decrease from HK$224.9 million in the same period of 2018[80] - The Group reported a total segment loss of HK$18.4 million for the first half of 2019, compared to a loss of HK$58.1 million in the same period of 2018[80] - Loss per share was HK$1.17 cents, improved from HK$2.40 cents in 1H2018[14] - Total revenue for the six months ended June 30, 2019, was HK$113.3 million, a decrease of approximately 49.6% compared to HK$224.9 million in the same period of 2018[104] - Gross profit totaled HK$18.3 million, representing a decrease of approximately 59.4% from HK$45.1 million in 1H 2018, with a gross profit margin of 16.2%[105] Operating Expenses - Total operating expenses decreased to HK$53.0 million, a reduction of 53.7% from HK$114.4 million in 1H2018[13] - Distribution and selling expenses decreased to HK$18.2 million from HK$38.2 million in 1H2018, a reduction of 52.4%[14] - General administrative expenses were HK$28.8 million, down from HK$60.9 million in 1H2018, a decrease of 52.8%[14] - Total operating expenses decreased from HK$114.4 million in 1H 2018 to HK$53.0 million in 1H 2019 due to management's cost control measures[106] Cash Flow and Assets - Cash balances of the Group were HK$20.4 million as of June 30, 2019, compared to HK$22.3 million on December 31, 2018[13] - Current assets decreased to HK$160.3 million from HK$178.4 million, a decline of about 10.5%[15] - Current liabilities decreased to HK$219.4 million from HK$225.7 million, a reduction of approximately 2.9%[15] - The net current liabilities increased to HK$59.1 million from HK$47.3 million, indicating a rise of about 25.0%[15] - Cash and cash equivalents at the end of the period were HK$20.4 million, down from HK$24.7 million at the end of the previous period, a decrease of approximately 17.4%[20] - Net cash used in operating activities was HK$10.2 million, compared to HK$3.2 million in the previous year, indicating a significant increase in cash outflow[20] - Net cash used in investing activities rose to HK$17.7 million from HK$7.8 million, reflecting a higher investment expenditure[20] Research and Development - Research and development costs were HK$2.9 million, significantly reduced from HK$13.8 million in 1H2018[14] - The Group's VMS R&D team is establishing strategic partnerships with global technology partners to enhance product offerings[122] Business Strategy and Market Focus - The company continues to focus on the design, development, and distribution of lifestyle electronic products[7] - The Group plans to launch new Smart Learning products in Q4 2019, featuring immersive AR technology and voice recognition functions[126] - The Group aims to reactivate the OS brand business in overseas markets in the second half of 2019 through several sales campaigns[125] - The Group is focusing on the China market, developing customized products in Sports, Fitness, Health, and Smart Learning[124] - The adjustment of the business model in Italy and Germany has enhanced market access at lower costs and quicker cash inflow[115] Employee and Governance - The Group had approximately 525 employees as of June 30, 2019, a significant decrease from approximately 882 employees a year earlier[151] - The Group's remuneration policy aims to provide market-rate compensation packages to attract and retain high-quality employees[152] - The company has applied the principles and complied with all Code Provisions of the Corporate Governance Code during the six months ended June 30, 2019[177] - The Audit Committee comprises three independent non-executive directors, with Mr. Zhou Meilin as the chairman, and is responsible for reviewing the financial reporting process and risk management[178] Shareholder Information - Substantial shareholders include China Huaneng Foundation Construction Investment Ltd and Zhu Yongning, each holding 29% of the issued share capital[160] - The company did not grant, exercise, lapse, or cancel any share options under the 2012 Share Option Scheme during the review period, and as of June 30, 2019, there were no outstanding share options[168] Tax and Legal Matters - The Group is involved in a tax dispute in Brazil, which may result in a maximum tax payment of approximately BRL 3.6 million (around HK$7.3 million) including penalties and interest[149] Economic Environment - The unstable global economy and US-China trade war are expected to continue impacting the Group's business[123]

Financial Performance - The Group's total revenue for the year ended December 31, 2018, was HK$433.2 million, a decrease of 16.1% from HK$516.6 million in FY2017 due to unclear global trade prospects and weak global economic performance[17]. - The decline in revenue reflects challenges faced in the market, impacting overall financial performance[19]. - Gross profit totaled HK$28.9 million, with a gross profit margin decreasing to 6.67% due to declining revenue and increased unit costs, alongside a write-down of inventories amounting to HK$34.6 million[22][28]. - Loss for the year ended December 31, 2018, was HK$215.6 million, compared to a loss of HK$85.7 million in FY2017[27][29]. - In 2018, the company recorded a decline in sales revenue and an increase in net loss due to the weak global economy and trade war, implementing one-off provisions that impacted performance[72]. - The sales revenue of Oregon Scientific (OS) business totaled HK$161.5 million in 2018, a 23.7% decrease from HK$211.8 million in 2017, accounting for 37.3% of the Group's total sales revenue[75]. - The sales revenue of the Value Manufacturing Services (VMS) business was HK$271.7 million in 2018, down from HK$304.8 million in 2017, accounting for 62.7% of the Group's total revenue[83]. - VMS business sales revenue for 2018 was HK$271.7 million, a decrease of 10.8% from HK$304.8 million in 2017, accounting for 62.7% of total group revenue[85]. Strategic Focus and Initiatives - The company is focused on enhancing the quality of life through innovations, indicating a strategic emphasis on product development and market expansion[1]. - The Group aims to maximize customer coverage in the China market through offline and online channels, focusing on customized product development in Sports Fitness Health and Smart Learning[31][35]. - A series of new SLIT products will be launched, incorporating stronger AR technology to enhance the learning experience, with strategic partnerships formed for promotion[32][36]. - The smart home category will see a streamlined SKU count, focusing on key ranges, supported by an experienced product marketing team[33][36]. - Geographic expansion will prioritize China, with plans for steady growth in overseas business and the launch of healthcare products in partnership with health institutes[34][36]. - The VMS business will focus on digital health products, including activity tracking and monitoring devices, leveraging big data for product development[40][45]. - E-commerce will continue to be a primary channel for B2C business growth, supported by strong distribution partnerships established in Europe[39][44]. - The company is focused on expanding its market presence and enhancing its product offerings through strategic initiatives[56]. Management and Governance - Xu Chiming serves as the Chairman and Executive Director, with extensive experience in corporate governance and management[52]. - Zhu Yongning, the CEO, has over 25 years of experience in the financial sector and has held various leadership roles[53]. - The management team emphasizes the importance of innovation and technology development in driving future growth[64]. - The company aims to improve financial performance and operational efficiency in the upcoming fiscal year[63]. - There is a commitment to maintaining strong corporate governance and compliance standards[58]. - The company is exploring potential mergers and acquisitions to enhance its competitive position in the market[59]. - The board includes independent directors with diverse expertise in finance, law, and corporate governance[57]. - The Company aims to maintain an appropriate balance of independent directors to ensure independent judgment[122]. Corporate Governance Practices - The Company adhered to the Corporate Governance Code and complied with all code provisions during the year ended December 31, 2018[115]. - The Nomination and Corporate Governance Committee reviews candidates for director appointments and makes recommendations to the Board[121]. - The Company emphasizes board diversity, considering factors such as cultural background, experience, skills, and gender in its composition[128]. - One-third of the directors are required to retire at each annual general meeting, with the longest-serving directors being the ones to retire[123]. - Newly appointed directors receive induction materials to familiarize themselves with the Group's operations and governance policies[129]. - Continuous professional development is encouraged for directors, with relevant reading materials provided for the year ended December 31, 2018[130]. - The Board consists of at least one-third independent non-executive directors, ensuring a balanced governance structure[151]. - The Board meets regularly at least four times a year, with additional meetings scheduled as necessary[156]. Board Composition and Meetings - The Board of Directors comprised ten members at the beginning of 2018, with two executive directors, four non-executive directors, and four independent non-executive directors[116]. - By the end of 2018, the Board was reduced to six members, including two executive directors, one non-executive director, and three independent non-executive directors[116]. - The Board held a full board meeting each quarter to discuss company performance and strategic decisions[169]. - The attendance records of board members indicate a high level of engagement from some directors, particularly non-executive members[170]. - The Nomination and Corporate Governance Committee held four meetings during the year, with attendance details indicating that Xu Chiming attended 0 out of 4 meetings, while Foo Piau Phang attended all 4[186]. - The Remuneration Committee also held four meetings, with attendance showing that Zhou Rui attended 0 out of 4 meetings, while Song Rongrong attended all 4[192]. Financial Management and Compliance - The Audit Committee (AC) consisted of three independent non-executive directors during different periods in 2018, ensuring expertise in accounting and financial management[195][198]. - The AC's major duties included recommending the appointment and remuneration of external auditors, and monitoring their independence and effectiveness[199]. - The Remuneration Committee reviewed the annual remuneration of directors and senior management for the year ended December 31, 2018, and recommended remuneration for newly appointed directors[194][197]. - The company’s policies and practices on corporate governance were developed and reviewed, ensuring compliance with legal and regulatory requirements[187].