The Company recognises the vital importance of good corporate governance to the Group’s success and sustainability. The Company is committed to achieving a high standard of corporate governance practices as an essential component of high quality and has introduced corporate governance practices appropriate to the operation and growth of its business.
Corporate Governance Practices
The Company has applied the principles set out in the Corporate Governance Code (the “CG Code”) as contained in Appendix 14 of the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”).
Throughout the year ended 31 December 2021, the Company has complied all the applicable code provisions set out in the CG Code except during the period from 7 July 2021 (date of passing away of Mr. Kuo Jung-Cheng, an independent non-executive director) to 2 August 2021 (date of appointment of Mr. Tan Philip,
an independent non-executive director), the Company had only two independent non-executive directors and did not meet the requirements under Rule 3.10(1) having at least three independent non-executive directors and Rule 3.21 comprising a minimum of three members of the Audit Committee.
The board of directors (the “Board”) will continue to enhance its corporate governance practices appropriate to the operation and growth of its business and to review such practices from time to time to ensure that the Company complies with statutory and professional standards and align with the latest developments.
Corporate Governance Function
The Board is responsible for performing the corporate governance duties of the Company. Terms of reference adopted by the Board include the duties of the Board on corporate governance functions to develop and review the Group’s policies and practices on corporate governance, to review and monitor the training and continuous professional development of the directors and the senior management and to review the Group’s compliance with the CG Code and disclosure in the Corporate Governance Report.
Please refer to the latest annual report for the Corporate Governance Report.
Procedures for Shareholders to Propose a Person for Election as a Director
Article 85 of the Articles of Association of the Company provides that no person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election as a Director at any general meeting unless a Notice signed by a Member (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for election and also a Notice signed by the person to be proposed of his willingness to be elected shall have been lodged at the head office or at the Registration Office provided that the minimum length of the period, during which such Notice(s) are given, shall be at least seven (7) days and that (if the Notices are submitted after the despatch of the notice of the general meeting appointed for such election) the period for lodgment of such Notice(s) shall commence on the day after the despatch of the notice of the general meeting appointed for such election and end no later than seven (7) days prior to the date of such general meeting.
Accordingly, if a shareholder of the Company (the “Shareholder”) wishes to propose a person for election as a Director at any general meeting, he shall deposit a written notice to that effect at the Company’s principal place of business in Hong Kong or at the Company’s share registrar in Hong Kong for the attention of the board of Directors or the company secretary of the Company. Such notice should also be signed by the nominated candidate indicating his willingness to be elected. In order to ensure that Shareholders have sufficient time to receive and consider the information of the nominated candidate, such notice should be given to the Company within seven (7) days after the dispatch of the notice of the meeting.
In addition, in order to inform the Shareholders of that proposal and to enable the Shareholders to make an informed decision on their election of Directors, and with reference to Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”), the written notice must be accompanied by the following information in respect of the nominated candidate for election as a Director:
(1) full name and age;
(2) positions held with the Company and other members of the Group;
(3) experience including (i) other directorships held in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas, and (ii) other major appointments and professional qualifications;
(4) length or proposed length of service with the Company;
(5) relationships with any Directors, senior management, substantial Shareholders or controlling Shareholders (as defined in the Listing Rules) of the Company;
(6) interests in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance;
(7) a declaration made by the nominated person in respect of the information required to be disclosed pursuant to Rule 13.51(2)(g) to (x) of the Listing Rules, or an appropriate negative statement to the effect where there is no information to be disclosed pursuant to any of such requirements nor there are any other matters relating to that nominated person’s standing for election as a Director that should be brought to the Shareholders’ attention; and
(8) contact details.
Shareholders Communication Policy
This Policy aims to set out the framework for Daphne International Holdings Limited (the “Company”, and together with its subsidiaries, the “Group”) has in place with the objective of providing shareholders, both individual and institutional (collectively, “Shareholders”) and, in appropriate circumstances, the investment community at large, with ready, equal and timely access to clear and balanced information about the Group, so that Shareholders can have all available information reasonably required to make informed assessments of the Group’s operation and performance.
2 General Policy
2.1 The Board of the Company shall maintain an on-going dialogue with Shareholders and the investment community, and provide them with clear and balanced information about the Group in a timely and effective manner. This policy is subject to review from time to time to ensure its effectiveness.
2.2 Communication with shareholders and the investment community shall comply with all relevant laws, regulations and rules.
3 Means of Communication
Information relating to the Group shall be communicated to the Shareholders and the investment community mainly through:
i. financial reports (annual and interim reports);
ii. annual general meetings and other general meetings that may be convened;
iii. disclosures to the market submitted to The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) which are posted on the Stock Exchange’s website (www.hkexnews.hk); and
iv. the Company’s website (www.daphneholdings.com).
4 Shareholders’ Enquiries
4.1 Shareholders should direct questions about their shareholdings to the Company’s share registrar in Hong Kong stipulated in the Company’s website.
4.2 Shareholders and the investment community may at any time raise questions and make requests for the Company’s information, to the extent that such information is publicly available.
5 Corporate Communications
Corporate communications (i.e. communications for the information or action of Shareholders) will be provided to Shareholders in plain language and in both English and Chinese versions to facilitate Shareholders’ understanding. Shareholders have the right to choose the language (either English, Chinese or both) or means of receipt of the corporate communications (in hard copy or through electronic means).
6 Corporate Website
6.1 A dedicated Investor Relations section is available on the Company’s website (www.daphneholdings.com) and the information on the Company’s website is updated on a regular basis.
6.2 All disclosures made by the Company on the Stock Exchange’s website are also posted on the Company’s website. Such information includes, but not limited to, announcements, financial/ESG reports, notices, circulars, voluntary disclosures, corporate governance information and any other corporate communications.
7 General Meetings
7.1 The Company recognises the rights of Shareholders and encourage Shareholders to participate in general meetings.
7.2 Appropriate arrangements shall be put in place to encourage Shareholders’ participation. Shareholders who are unable to attend and vote at general meetings are encouraged to appoint proxies to attend and vote at the meetings for and on their behalf.
7.3. The Company shall prepare notices of general meetings and accompanying documents in a clear and concise manner and in compliance with the articles of association of the Company, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and all applicable laws and regulations.
7.4. Either the chairman or directors/members of the Board committees, and external auditors shall be available at general meetings to answer questions from Shareholders.
8 Shareholders’ Privacy
The Company recognises the importance of shareholders’ privacy and will not disclose shareholders’ information without their consent, unless required by law to do so.