Annual Report 2021

37 ANNUAL REPORT 2021 APPOINTMENT AND RE-ELECTION OF DIRECTORS According to Article 89 of the Company’s articles of association (the “ Articles of Association ”), at each annual general meeting, one-third of the Directors for the time being (or if their number is not a multiple of three, then the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. The Company has fixed the term of appointment for Independent Non-executive Directors to a specific term of three years. They are also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with Article 89 of the Articles of Association. According to Article 95 of the Articles of Association, the Board has the power to appoint any person as a Director either to fill a casual vacancy or as an addition to the Board. In considering the appointment of a Director, the Board will take into account the professional qualifications, experience in relevant industries, management expertise and the potential contribution of such Director to advance the overseas expansion plan of the Company. At a Board Meeting held on 26 August 2021, the Board resolved to appoint Mr. Wang Xiufeng as an Executive Director and Managing Director of the Company. At a Board Meeting held on 28 October 2021, the Board resolved to appoint Mr. Deng Weidong as an Executive Director of the Company. At a Board Meeting held on 3 November 2021, the Board resolved to appoint Mr. Yim Kong as an Executive Director and Managing Director of the Company and the redesignation of Mr. Wang Xiufeng from Managing Director of the Company to the Vice Chairman of the Board and the Chief Executive Officer of the Company. In respect of the appointment of Mr. Wang Xiufeng, Mr. Deng Weidong and Mr. Yim Kong, the Board has taken into consideration, inter alia, their qualification, management expertise and experience in relevant industries. NOMINATION COMMITTEE The Nomination Committee was established in March 2012. It comprises one Executive Director and four Independent Non-executive Directors. Five meetings were held in 2021. The attendance of each member is set out as follows: Name of member Number of meetings attended in 2021 Attendance rate Kut Ying Hay (Chairman of the Nomination Committee) 5/5 100% Wang Xiufeng (appointed on 26 August 2021) 3/3 100% Bai Jingtao (resigned on 26 August 2021) 2/2 100% Lee Yip Wah Peter 5/5 100% Li Ka Fai David 5/5 100% Bong Shu Ying Francis 5/5 100% During the year, the Nomination Committee reviewed the structure, size and composition of the Board, assessed the independence of the Independent Non-executive Directors according to the independence requirements set out in Rule 3.13 of the Listing Rules and made recommendations to the Board on the appointment or re-appointment of Directors and succession planning for Directors after considering their qualifications, management expertise and experience in relevant industries. In addition, the Nomination Committee made recommendation to the Board on the following appointments: (i) Mr. Liu Weiwu as Executive Director of the Company to fill the vacancy caused by resignation of Mr. Su Jian on 22 March 2021;