The Company strives to maintain a high standard of corporate governance practices and procedures to safeguard the interests of its shareholders. The corporate governance level is constantly improved and enhanced by establishing an internal control and risk management system and enhancing accountability and transparency.

CORPORATE GOVERNANCE PRACTICE

The Directors have adopted various policies to ensure compliance with the requirement of the Corporate Governance Code (the “Code”) under Appendix C1 of the Listing Rules (including the mandatory disclosure requirements set out in Part 1 of the Code (the “Mandatory Disclosure Requirements”) and the provisions set out in Part 2 of the Code (the “Provisions”) in the Listing Rules. The Board considers that the Company has complied with all the applicable provisions during the year except with the deviation as disclosed in this report. In the future, the Company will also adopt more Recommended Best Practices as set out in the Code according to actual needs, so as to further enhance the level of corporate governance.

CORPORATE CULTURE AND VALUES

In order to ensure that a healthy corporate culture is cultivated and that the Company’s purpose, values and strategies are aligned with its culture, the Board will strictly enforce internal policies and internal risk assessments such as the Anti-Corruption Policy (《反貪腐政策》) and the Whistleblowing Policy (《舉報政策》). Apart from organising regular trainings for our employees, the Company will make appropriate adjustments to various policies from time to time in order to regulate and promote a legal, ethical and responsible corporate culture. The Company also places great emphasis on transparency and accountability, and will regularly communicate with relevant stakeholders with respect to their business performance. On the Board level, the Company requires all Directors to act with integrity, to lead by example, to be committed to promoting the said corporate culture, and to consistently reinforce the values of acting lawfully, ethically and responsibly.

The Company believes that fostering a legal, ethical, and responsible corporate culture is critical to the Company’s long term sustainability goals, which in turn will enable the Company to nurture and attract talented individuals, build a healthy corporate culture, and maintain the Company’s ability to grow sustainably and profitably.

DIRECTORS’ AND EMPLOYEES’ SECURITIES TRANSACTIONS

The Company has adopted a model code of conduct no less than that required by the Model Code as set out in Appendix C3 to the Listing Rules as its code of conduct of Directors conducting securities transactions. All Directors have confirmed, following specific inquiry of all Directors by the Company, that they have complied with the required standards set out in the Model Code in relation to such transactions during the year.

The Company has also formulated written guidelines regarding the securities transactions by the employees of the Company who may be exposed to insider information. The requirements of the written guidelines are no less exacting than those set out in the Model Code. The Company recorded no non-compliance events during the year.

THE BOARD OF DIRECTORS

The Board is responsible for formulating the overall development strategy, operation and financial reporting of the Company, internal control and risk management, major acquisitions, substantial connected transactions, annual and interim results, proposed interim and final dividends, proposed appointment or re-election of Directors, appointment of auditor, share issue and repurchase and other operational and financial matters relating to the Company. On 1 October 2019, the Board approved and adopted the “Management Measures for the Board of Directors” (《董事會管理辦法》) to regulate the operation of the Board.

Composition of the Board

As of 31 December 2024, the Board consisted of eight members, namely three executive Directors (Mr. Liu Guanghui, (chairman of the Board), Mr. Zhou Jun and Mr. Liu Wuwei), one non-executive Director (Ms. Zhong Yan) and four independent non-executive Directors (Mr. Chan Kay-cheung, Ms. Yau Lai Man, Hon. Rock Chen Chung-nin and Mr. Tang Yi Hoi). The Company forms its Board based on the characteristics and uniqueness of its operations to ensure that each Director possesses the required industrial experience and managerial expertise. The personal biographies of the Directors are set out in pages 58 to 62 of the annual report. The Directors clearly understand that they should fulfill their duties diligently in the best interest of the Company and its Shareholders. The Company has signed appointment letters with all Directors for a fixed term of three years unless terminated by either party giving to the other not less than 1 month’s prior notice in writing, but the Directors are subject to retirement by rotation and re-election according to the Articles of Association.

Mr. Tang Yi Hoi (appointed as an independent non-executive Director on 9 October 2024) has, in accordance with the Listing Rule 3.09D, obtained legal advice from a law firm qualified to provide opinions on Hong Kong law on 9 October 2024, to understand all the provisions applicable to him as a director of a listed issuer under the Listing Rules, as well as the potential consequences of making false declarations or providing false information to the Hong Kong Stock Exchange.

The Board delegated its authorities and obligations in the management of daily operations, business strategies and the Group’s business to the executive Directors and senior management, and delegated certain specific responsibilities to the committees under the Board.

Relationship between Board Members

To the best knowledge of the Company, there is no financial, business, family or other material/relevant relationship between the Board members.

Responsibilities of the Chairman and Managing Director

It is the consistent policy of the Company to appoint different individuals to act as chairman and managing Director to ensure the accountability and independence of the policymaking process of the Company. The chairman of the Group is responsible for leading the Board. The chairman should ensure that the Board works effectively and discharges its responsibilities, and be responsible for building the management of the Company, organising the formulation of the development strategies, etc. The managing Director is responsible for managing the daily business operations of the Company, implementing the development strategies formulated by the Board, expediting the development of high-end integrated logistics business, driving the development of the passenger transportation business, etc. and strengthening the internal management.

According to Provision C.2.7, the chairman of the Group has held a meeting with the non-executive Directors, including independent non-executive Directors, without other executive Directors’ presence.

Term of Office of Non-executive Directors

The Company has entered into a letter of appointment with non-executive Director (Ms. Zhong Yan) for a fixed term of three years (from 1 April 2023 to 31 March 2026), subject to retirement by rotation and re-election in accordance with the Articles of Association.

Independent Non-executive Directors

In order to ensure the independence of the policymaking process of the Board and protect the interest of its Shareholders, the Company appoints at least three qualified independent non-executive Directors in compliance with Rule 3.10(1). In addition, the Company has complied with Rule 3.10A of the Listing Rules of having at least one-third of the Board being represented by independent non-executive Directors. They are professionals experienced in banking, finance, passenger transportation and logistics services. One of the independent non-executive Directors has the appropriate professional qualifications and accounting and related financial management expertise required under Rule 3.10(2) of the Listing Rules. The Company undertakes to give them adequate access to the information of the Company and encourages them to thoroughly discuss and provide independent opinions on matters of the Company.

According to the provisions of the Code, a service term of over nine years is one of the key factors in determining the independence of an independent non-executive director. Mr. Chan Kay-cheung (“Mr. Chan”) and Ms. Yau Lai Man (“Ms. Yau”) have served as independent non-executive Directors for over nine years. During their years of service with the Company, Mr. Chan and Ms. Yau have contributed by providing independent viewpoints and advice to the Company in relation to its businesses, operations, future development and strategy. The Board considers that Mr. Chan and Ms. Yau have the character, integrity, ability and experience to continue to fulfill his/her role as required effectively. The nomination committee of the Company, having separately assessed and reviewed each of Mr. Chan’s and Ms. Yau’s duties, contributions and scope of work, also believes that Mr. Chan and Ms. Yau can independently express opinions on matters of the Company and there is no evidence that his/her over nine years of service with the Company would have any impact on his/her independence and therefore his/her independence is confirmed. According to the Provision B.2.3, if an independent non-executive Director serves more than nine years, his/her further appointment should be subject to a separate resolution to be approved by Shareholders.

Ms. Yau retired on rotation at the annual general meeting held on 31 May 2022 and, being eligible, offered herself for re-election at that meeting. Ms. Yau was re-appointed by a separate resolution of the Shareholders at the said meeting. In addition, Mr. Chan retired on rotation at the annual general meeting held on 21 June 2023 and, being eligible, offered himself for re-election. Mr. Chan was re-appointed by a separate resolution of the Shareholders at the said meeting.

In accordance with Article 88(i) of the Articles of Association, Ms. Yau will retire at the forthcoming annual general meeting of the Company and, being eligible, offers herself for re-election. Ms. Yau will be re-appointed by a separate resolution of the Shareholders at the said meeting.

The Company has received from each of the current independent non-executive Directors an annual confirmation of his/her independence. The Company considers that all the independent non-executive Directors have maintained their respective independence in accordance with Rule 3.13 of the Listing Rules.

Board Diversity Policy

Pursuant to the Provisions, the Board has adopted the Board Diversity Policy since 15 August 2013 which has been revised on 1 January 2019 and 25 August 2022, and is posted on the Company’s website. To attain diversity of the Board, it is the Company’s policy to consider an array of factors including professional skills, knowledge, experience, age, gender, cultural and educational background, as well as other factors that the Board considers relevant and applicable from time to time, in determining the appointment and reappointment of Board members. Selection to the Board will be made in accordance with the Company’s nomination policy, taking into account the Board’s diversity policy. All Board appointments will be based on the strengths of the appointee(s) and the potential contribution he or she can bring to the Company, taking into account the benefits of diversity on the Board. To enhance gender diversity, the Board will take opportunities to progressively increase the proportion of women on the Board and has set measurable targets to ensure that there is at least one Director of a different gender on the Board. During the year, the Company has appointed two female Directors, thus achieving gender diversity on the Board and will continue to maintain the aforementioned measurable targets to achieve a diverse Board.

The Board and the Nomination Committee will regularly discuss and review the Board Diversity Policy on an annual basis to ensure its ongoing effectiveness. In addition, in determining the composition of the Board, the Company will consider the diversity of the Board from various perspectives, including but not limited to gender, age, culture, educational background, experience, knowledge and the potential contribution that a candidate may bring to the Board. All Board members will be appointed on the basis of merit, and candidates will be considered on the basis of objective criteria to take full account of the benefits of diversity on the Board.

Directors’ Responsibilities for Financial Statements

During each financial period, the Directors are responsible for the preparation of the financial statements that give a true and fair view of the state of affairs of the Group and of its results and cash flows during the relevant period. In preparing the financial statements for the year, the Directors selected and applied consistently appropriate accounting policies, made careful and reasonable judgments and estimates, and prepared the financial statements on a going concern basis. The Directors are responsible for the filing of appropriate accounting records that reasonably and accurately disclose the financial position of the Company at any time. The Board is not aware so far of any significant uncertain events or circumstances which would affect the business of the Company or its ability to continue its operation. The responsibilities of the Company’s external auditor are set out in the Independent Auditor’s Report on pages 83 to 88 of the annual report.

Board Meeting Procedures

The Board held regular meetings during the year. The company secretary of the Company (the “Company Secretary”) assists the chairman in establishing the meeting agenda, and each Director/committee member may request the inclusion of items in the agenda. The date and agenda of the Board meeting will be available to the Directors at least 14 days in advance and related documents will be available to the Directors at least 7 days in advance to enable each Director to fully understand the matters to be discussed and make an informed opinion. Draft and final versions of the minutes of Board meetings and Board committee meetings prepared in sufficient details by the secretary of the meetings, were circulated to the Directors for their comment and record respectively. Originals of such minutes, being kept by the Company Secretary, are open for inspection at any reasonable time on reasonable notice by any Director. Each Director has the right to seek independent professional advice in furtherance of his/her duties at the expense of the Company. No Director has requested to seek professional advice as mentioned above during the year.

If a Director has a conflict of interest in a matter to be considered at the meetings of the Board and the committee which the Board has determined to be material, such Director may express his/her recommendations but shall not be counted in the quorum and shall abstain from voting on the relevant resolution.

All Directors have unrestricted access to the Company Secretary who is responsible for ensuring that the Board/committee procedures are complied with, and for advising the Board/committee(s) on compliance matters.

Attendance at Meetings and Time Commitment of Directors

During 2024, the attendance of the Board members at general meetings, the meetings of the Board and respective committees were as follows:

Upon reviewing (i) the annual confirmation of the time commitment given by each Director; (ii) the directorships and major commitments of each Director; and (iii) the attendance rate of each Director on the Board and their respective Board committee meetings, the Board is satisfied that all Directors have spent sufficient time in performing their responsibilities during the year.

Training for Directors and Company Secretary

All Directors have been given relevant guideline materials regarding the duties and responsibilities of being a Director, the relevant laws and regulations applicable to the Directors, duty of disclosure of interest in shares and business of the Group and such induction materials will also be provided to newly appointed Directors shortly upon their appointment as Directors. All Directors have also been updated on the latest development regarding the Listing Rules and other applicable regulatory requirements to ensure compliance with relevant regulations and enhance their awareness of good corporate governance practices. During the year, the Company arranged directors’ training for Directors, and explained to Directors the provisions in the Listing Rules regarding disclosable transactions and connected transactions.

All Directors confirmed that they have complied with the Provision C.1.4 on directors’ training. During the year, all Directors have participated in continuous professional development by reading materials or attending seminars/briefing sessions to develop and refresh their knowledge and skills and provided records of training to the Company. Current Directors have participated in training on the following topics during the year:

To comply with Rule 3.29 of the Listing Rules, the Company Secretary has taken no less than 15 hours of relevant professional training during the year.

Changes in Information of Directors

Save as disclosed in this annual report, pursuant to Rule 13.51B(1) of the Listing Rules, following specific enquiry of all Directors by the Company, all Directors have confirmed that there are no any other changes in the information of Directors during 2024 which needs to be disclosed.

Details of changes in the annual remuneration of Directors are set out in the note 38 to the financial statements.

EMPLOYEE GENDER DIVERSITY

The Company aims to maintain an appropriate balance with the growth and diversity of the Company’s business and to ensure that recruitment at all levels, including the Board and senior management, meets diversity standards so that a diverse range of talent is considered. Details of the gender balance of the Company’s personnel and related data are set out in the Company’s ESG Report for the year ended 31 December 2024, please refer to the relevant section in the Company’s 2024 ESG Report. To achieve diversity, the Nomination Committee will regularly discuss and, if necessary, agree on measurable objectives such as gender diversity at the Board meeting, and recommend such objectives to be adopted by the Board.

Specifically, the Nomination Committee will identify and recommend implementation plans to the Board, in helping to build a skilled and experienced workforce, so as to enhance the competitiveness of the Company. For the time being, the Board plans to increase the female representation, and achieve a proper balance of gender diversity by taking into account shareholder expectations and recommended best practices. The Company will also ensure gender diversity in the recruitment of middle and senior management, and is committed to providing equal employment development opportunities for female employees.

REMUNERATION OF SENIOR MANAGEMENT

Number of senior management according to the level of remuneration:

Level of remuneration	Number of Senior Management
HK$’000	2024	2023
Equal to, or less than 400	0	0
401－1,000	2	3
1,001－1,800	3	2

RISK MANAGEMENT AND INTERNAL CONTROL

The Group has established effective risk management and internal control systems to provide reasonable (though not absolute) assurance against material misstatement or loss and to manage (rather than eliminate) risks of failing to achieve business objectives. The Board shall be responsible for the risk management and internal control systems of the Group and shall review at least annually the effectiveness of such systems for that relevant financial year. The Audit Committee shall assist the Board in fulfilling its oversight and corporate governance functions in the Group’s financial, operational, compliance, risk management (including environmental, social and governance risks) and internal control, and the resources of the finance and internal audit functions. The Group has established a set of organisational structure with a clear division of responsibilities and reporting mechanisms.

STRUCTURE OF RISK MANAGEMENT AND
INTERNAL CONTROL SYSTEMS PROCEDURE

• the internal audit department of the Company (the “Internal Audit Department”) has an internal audit function, and shall assist the Board and/or the Audit Committee in the review of the effectiveness of the Group’s internal control and risk management systems (including environmental, social and governance risks) on an ongoing basis. The head of the Internal Audit Department shall report directly to the Audit Committee;
• the Company has also established the Risk Management and Internal Control Committee (the “Risk Control Committee”) comprising Mr. Zhou Jun, Mr. Liu Wuwei and heads of all departments, which shall determine the members of the committee and their respective responsibilities, define the work division among all departments and the duties and responsibilities of each group, and give instructions in relation to the commencement of risk assessment (including environmental, social and governance risks) and internal control assessment. The Risk Control Committee shall report directly to the Board about the significant risks that may affect the performance of the Group on a regular basis; and
• the Company will set up task group(s) in light of the actual situation, which will hold meetings regularly to review the effectiveness of the relevant financial, operational and compliance control as well as risk management procedures (including environmental, social and governance risks) and to review on how to make further improvement.

The Company has implemented the following procedures to identify, assess and manage significant risks (including environmental, social and governance risks):

1. the Company has formulated the Guideline on Risk Management (《風險管理工作指引》), and required the Company and all subsidiaries to manage risks in accordance with this guideline;
2. the Company has established a whistleblowing policy, which is disclosed on the Company’s website and compendium of rules and regulations, to which employees, employees of subsidiaries and persons dealing with the Company may access, in order to enable them to raise concerns and report possible improprieties in any matter concerning the Company in a confidential and anonymous manner;
3. all subsidiaries have set up their own risk management and internal control committees and identified their officer-in-charge for risk management. An annual inspection shall be carried out to identify their respective risks, assess all kinds of significant risks, formulate relevant control measures and continuously monitor and improve the risk management and internal control systems. Each of the risk management and internal control committee shall conduct an annual review in the middle of the year for self-inspection and self-reporting of risks/to check the implementation of such control measures, so as to ensure the feasibility and effectiveness of existing control measures;
4. after collecting information on the risk profile of each subsidiary and the relevant control measures implemented by them, the Company would summarise a list of significant risks based on the major risk categories (including market risks, strategic risks, operation risks, financial risks, environmental, social and governance risks, etc.). After ranking these significant risks by priority, the management of the Company would identify the most significant risks and request the relevant companies to focus on the supervision of such risks;
5. the Internal Audit Department would carry out the following tasks every year:
   • to examine if all companies of the Group have focused their supervision on the most significant risks;
   • to evaluate the report in relation to the most significant risks;
   • to assess and ensure the effectiveness of the risk management procedures and the audit reporting process;
   • to ensure accurate assessment of each risk; and
   • to implement independent internal audits according to its internal audit plan.
6. the Internal Audit Department would summarise and report the results of the work above to the Audit Committee on a yearly basis.

The formulation and execution procedures of the internal audit plan of the Company are as follows: the Internal Audit Department adopts a risk and control-based audit approach. An annual work plan will be formulated, covering the Group’s operations and businesses as well as all the major activities and processes of each subsidiary, and a special review will be carried out on the demand of the management. The audit result shall be submitted to the Audit Committee promptly for review. Where any deficiency in the internal control is identified, the subsidiaries are required to make improvements promptly according to the recommendations. Audit issues are tracked and followed up by the Internal Audit Department for proper implementation. The Internal Audit Department shall report to the Audit Committee on a regular basis, while the Audit Committee shall report the audit findings and/or progress of the audit work to the Board after reviewing the relevant information.

The Company adopted the Inside Information Management Policy (《內幕消息管理制度》) in 2013 (as revised in 2015), which provides guideline on the handling and dissemination of the Group’s inside information by the Directors and employees who may have access to such information as well as the relevant internal control measures. The Board has organised the establishment of the Inside Information Committee, a committee under the Executive Committee which comprises the executive Directors, the Company Secretary, the general manager of the capital operation department and the general manager of the legal department. The members of the Inside Information Committee shall take joint responsibility for the registration and management of the inside information and the insiders of the Group, which shall be organised and implemented by the Company Secretary and the capital operation department. The officer-in-charge of other departments, branch companies and subsidiaries of the Company as well as the invested companies over which the Company has significant influence shall be responsible for the confidentiality of such information arising within their management authority, and shall report and communicate such inside information that comes to their knowledge.

After being aware of any event potentially involving inside information, the senior officers of the relevant company shall fill in and submit the Inside Information Reporting Form (《內幕消息呈報表格》) truthfully on the date such inside information comes to their knowledge. Upon receipt of such alert, the Company Secretary shall promptly convey such inside information to the members of the Inside Information Committee for assessment. In accordance with the relevant provisions of the information disclosure rules, members of the Inside Information Committee shall assess on the potential inside information, fill in the Inside Information Assessment Report (《內幕消息評估報告》) and decide whether a disclosure on such information is required. Where it is determined that a disclosure is required to be made, it shall be reported to the securities regulatory authority and made within three working days or as required by the regulatory rules and regulations.

In respect of the review of the adequacy and effectiveness of the risk management and internal control systems, the Internal Audit Department provides independent assurance regarding the adequacy and effectiveness of the Group’s risk management and internal control systems to the Board and the Audit Committee. The head of the Internal Audit Department shall report directly to the Audit Committee. With the assistance of the Internal Audit Department, the management of the Group shall be responsible for the design, implementation and monitoring of the risk management and internal control systems. The Annual Self-assessment Form of Internal Controls and Risk Management (《內部控制及風險管理年度自評表》) are dispatched to all subsidiaries, which shall be collected and consolidated by the Company. Such results shall be assessed by the Internal Audit Department and reported to the Audit Committee, which will then review such information and submit reports on the effectiveness of such systems to the Board on a regular basis. Where necessary, the task group(s) will hold meetings regularly to review the effectiveness of the relevant financial, operational as well as compliance control and risk management procedures and to make further improvements.

During the year, the Company has conducted the following major works relating to risk management and internal control:

• completed the relevant work of the 2024 risk management assessment and based on the 4 major risks identified from last year’s assessment, to further implement comprehensive risk management measures and ensure the relevant measures for those work associated with risk to be in place effectively. For the assessment of comprehensive risk management this year, there is no matter involving “One-vote Veto”. Meanwhile, safety management requirements and prevention measures were put in place in 2024, mainly through strengthening supervision and inspections; conducting business training and conducting specialised investigations, etc.. There was no major safety duties incident took place in the Group throughout the year;
• the 2024 Internal Audit Plan was properly organised and implemented so as to enhance the internal control and risk management of all subsidiaries. This was accomplished by ways of the Group’s Risk Summary Form《風險總滙表》, the Annual Self-assessment Form of Internal Controls and Risk Management (《內部控制及風險管理年度自評表》) submitted by each subsidiary and the strategic position and business characteristics of each subsidiary together with the management’s goal of the year;
• conducted review and audit on the internal control processes, internal borrowing and guarantee, cost control of fund, accounting and auditing for the financial management department of the Group, and the implantation of corrective actions for issues identified in audit of previous years;
• organised the staff of the Group to carry out relevant training and cultural construction works to improve risk management and internal control awareness and enhance the standard of the internal audit work, including arranging dedicated internal auditors to attend online and offline practical audit training, inviting professionals to conduct anti-corruption and bribery prevention educational trainings for the Group’s middle level management or above, and the executive positions members of its subsidiaries to enhance anti-corruption awareness; and
• during the year, the 2024 Audit Plan was fully completed, a total of 14 internal audit reports were issued. In respect of the 15 audit comments and recommendations provided for the financial year of 2024, improvement works on addressing audit-related issues were in progress, of which 12 were completed. All subsidiaries had been asked to make improvements according to such recommendations.

This year, the Board, through the Audit Committee, reviewed the risk management and internal control systems of the Group. The Board also reviewed and ensured the adequacy of the Group’s resources in accounting, internal audit and financial reporting functions, staff qualifications and experience as well as staff training courses. The Annual Self-assessment Form of Internal Controls and Risk Management (《內部控制及風險管理年度自評表》) had been dispatched to all subsidiaries, which had been collected and consolidated by the Company. Such results were assessed by the Internal Audit Department and reported to the Audit Committee, which then reviewed and reported the same to the Board. The Audit Committee and the Board were not aware of any areas of concern that would have a material impact on the financial position or operating results of the Group and considered the risk management and internal control systems to be generally adequate and effective.

On 27 May 2024, the Company established the Compliance Committee, a committee under the Executive Committee, responsible for resolving compliance issues of the Group. The terms of reference have been established as the basis for the committee’s duties. Since its establishment, the Compliance Committee actively performs its duties and exercises its authority by setting the strategic direction for the Group’s compliance management and establishing adherence to regulations, revising the CKS Compliance Policy (《珠江船務合規方針》) and the CKS Compliance Management Policy (《珠江船務合規管理辦法》) etc. in 2024. Meanwhile, the Company obtained compliance management system certifications on ISO 37301:2021 International Standard and GB/T 35770-2022 National Standard in October 2024.

REMUNERATION OF AUDITOR

For the year ended 31 December 2024, the Company paid the auditor of the Company the following fees for audit and non-audit services.

	2024 HK$’000	2023 HK$’000
Audit Services	2,805	2,776
Non-audit Services, including review of the interim report continuing connected transactions, annual results announcement, tax consulting and tax compliance services	591 457	574 395
	3,853	3,745

COMMUNICATION WITH SHAREHOLDERS

The Board has established a shareholders’ communication policy and the procedures for shareholders to nominate a candidate for election as a Director. The policy and procedure are available on the website of the Company.

Set out below are procedures for Shareholders to (1) convene a general meeting; (2) put forward proposals at a general meeting; and (3) put enquiries to the Board. These procedures are generally governed by the Articles of Association and applicable laws, rules and regulations, which prevail over the below information in case of any inconsistencies.

1. Procedures for shareholders of the Company to convene a general meeting

Pursuant to the Articles of Association and the Companies Ordinance of Hong Kong, registered shareholders holding not less than one-twentieth (5%) of the paid up capital of the Company (the “General Meeting Requisitionists”) can deposit a written request to convene a general meeting at the registered office of the Company (the “Registered Office”), which is presently situated at 22nd Floor, Chu Kong Shipping Tower, 143 Connaught Road Central, Hong Kong for the attention of the Company Secretary.

The General Meeting Requisitionists must state in their request(s) the objects of the general meeting and such request(s) must be signed by all the General Meeting Requisitionists and may consist of several documents in like form, each signed by one or more of the General Meeting Requisitionists.

The Company’s share registrars (the “Share Registrars”) will verify the General Meeting Requisitionists’ particulars in the General Meeting Requisitionists’ request. Promptly after confirmation from the Share Registrars that the General Meeting Requisitionists’ request is in order, the Company Secretary will arrange with the Board to convene a general meeting by serving sufficient notice to all the registered shareholders in accordance with all the relevant statutory and regulatory requirements. On the contrary, if the General Meeting Requisitionists’ request is verified to be not in order, the General Meeting Requisitionists will be advised of the outcome and accordingly, a general meeting will not be convened as requested.

The General Meeting Requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene a general meeting if the Board had not arranged to duly convene a general meeting within 28 days upon serving a written notice in relation to the general meeting within 21 days of the deposit of the General Meeting Requisitionists’ request, provided that any general meeting so convened is held within three months from the date of the original General Meeting Requisitionists’ request. Any reasonable expenses incurred by the General Meeting Requisitionists by reason of the Board’s failure to duly convene a general meeting shall be repaid to the General Meeting Requisitionists by the Company.

2. Procedures for shareholders to put forward proposals at a general meeting

Shareholders may suggest proposals relating to the Company to be discussed at a general meeting by sending written requisition to the Board or the Company Secretary and following the procedures set out in the paragraph headed “Procedures for Shareholders to convene a general meeting” above to convene a general meeting for any business specified in such written requisition.

3. Enquiries to the Board

Shareholders may at any time send their enquiries and concerns to the Board in writing through the Company Secretary whose contact details are as follows:

Address:	24th Floor, Chu Kong Shipping Tower, 143 Connaught Road Central, Hong Kong
Telephone:	(852) 2859 1415
Facsimile:	(852) 2186 7204
E-mail:	maggie-cksd@cks.com.hk

The general meeting is an important occasion for direct dialogues between Directors, senior executives and shareholders, and the Company attaches great importance to any general meeting. All Directors (including independent non-executive Directors) and senior executives will try to attend the meetings, listen to shareholders’ proposals in person, and answer questions raised by shareholders concerning the development strategies and operations of the Company. The Company welcomes shareholders to attend general meetings in person, express their opinions and raise their enquiries to the Directors and management.

INVESTOR RELATIONS AND COMMUNICATIONS

The Company regards investor relations as utmost importance and discloses relevant information timely under the guidelines of the Listing Rules. Updates of the Company are communicated to institutional investors and analysts regularly. In the year, the Company frequently met with fund managers and investment bank analysts and responded swiftly to the queries of the small and medium investors.

The Board has reviewed the Company’s communications activities with Shareholders and investors for the year ended 31 December 2024, as well as the implementation of the measures mentioned above, and is satisfied that the Shareholder and investor communications policy is effective.

There were no amendments to the Articles of Association of the Company during 2024.