Corporate Governance


Code of Conduct and Ethics Policy

Open Door Policy for Reporting Complaints regarding Accounting and Auditing Matters

Use of Hong Kong Voting Rules for Equity Issuance in Lieu of NASDAQ Marketplace Rules

We are subject to the provisions of the Hong Kong Companies Ordinance, including its shareholder vote requirements. The shareholder vote requirements in the Hong Kong Companies Ordinance can be more restrictive than the laws of most states of the United States and in certain instances, the shareholder vote listing requirements for the NASDAQ Global Market. For example, the Hong Kong Companies Ordinance generally prohibits a Hong Kong corporation from issuing additional shares of its capital stock without the approval of its shareholders (unless the issue is pro rata to its existing shareholders), unless the shareholders of the corporation approve at its annual general meeting a resolution permitting the corporation’s board of directors to issue authorized but unissued shares of that corporation at such time and in such a manner as the board of directors of the corporation may, in its discretion, deem fit, in which case such general authorization automatically lapses at the corporation’s next annual general meeting.

The Company has received such authorization at its last annual meeting on December 6, 2007 which authorization shall automatically lapse at the next annual meeting. As permitted by Rule 4350(a)(1) of the NASDAQ Marketplace Rules, the Company has elected to follow the shareholder vote requirements of the Hong Kong Companies Ordinance in lieu of the shareholder vote requirements contained in Rule 4350(i)(1)(A) and 4350(j) of the NASDAQ Marketplace Rules. Specifically, the Company will follow the Hong Kong Companies Ordinance shareholder vote requirements regarding share issuances generally and in connection with equity compensation plans or otherwise to employees, officers and directors and other stock issuances generally.