AV Promotions Holdings Limited is listed on the Growth Enterprise Market of the Stock Exchange of Hong Kong. Our directors recognize the need to conduct the business with integrity and in accordance with suitable governance practices. The company has applied the principles in and complied with the requirements of the Corporate Governance Code (“CG Code”) as set out in Appendix 15 of the Rules Governing the Listing of Securities on the Growth Enterprise Market of the Stock Exchange of Hong Kong Limited (the “GEM Listing Rules”).

The requisite improvements to the company’s corporate governance procedures and policies have either been implemented or are in the process of being made. 

AV Promotions Holdings Limited has a unitary board. 

The board has the Compliance Officer and also established the following sub-committees:

Audit Committee

Nomination Committee

Remuneration Committee

Board of Directors

The Board currently comprises four executive Directors and four independent non-executive Directors. All board members promise to offer enough time and energy to the company’s affairs. Each executive Directors has proper and qualified experience to fulfill his or her duty and is non-related to each other.

The Board is responsible for reviewing, evaluating and finalizing the company’s strategies and policies, annual budgets, business plans and performance. It also edits annual, semi-annual, and quarterly reports, performs the corporate governance duties, and manages major merger & acquisition deals, etc.

Remuneration Committee 

Base on the requirement of corporate governance, AV Promotions Holdings Limited set up its Remuneration Committee on 1 December 2017. With precisely written responsibilities and duties, the committee has one executive Director and two independent non-executive Directors.

The primary responsibilities of the Remuneration Committee are to review and approve performance-based remuneration, to make recommendation to the Board on remuneration packages, and to conduct regular review of the remuneration policy of directors and senior management.

Nomination Committee

On 1 December 2017, AV Promotions Holdings Limited set up the Nomination Committee, including one executive Director and two independent non-executive Directors, with precisely written responsibilities and duties.

The primary responsibilities of the Nomination Committee are to identify and nominate for approval of the Board suitably qualified candidates as additional Directors or to fill Board vacancies as they arise, making recommendations to the Board with respect to the re-election by shareholders of any Director under the relevant provisions in the company’s Articles of Association.

PROCEDURES FOR SHAREHOLDER TO PROPOSE A PERSON FOR ELECTION AS A DIRECTOR OF THE COMPANY  

AV Promotions Holdings Limited (the “Company”) adopts a formal, considered and transparent procedure for shareholders of the Company (the ‘‘Shareholders’’) to propose a person for election as a director of the Company (a ‘‘Director’’) at any general meeting of the Company. The following procedures are subject to the Company’s articles of association, the Rules (the ‘‘GEM Listing Rules’’) Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’), the Companies Law of the Cayman Islands (the ‘‘Cayman Islands Companies Law’’), and other applicable legislation and regulations in Hong Kong and Cayman Islands: 

ORDINARY PROCEDURES 

• If a Shareholder, who is duly qualified to attend and vote at the general meeting convened to deal with the appointment or election of Director(s), wishes to propose a person for election as a Director at a general meeting, he/she shall have to lodge a written notice at the Company’s headquarters at 13/F., Shing Dao Industrial Building, No. 232 Aberdeen Main Road, Aberdeen, Hong Kong, for the attention of the Company Secretary of the Company.  

• In order for the Company to inform all shareholders of that proposal, the written notice must state (i) his/her intention to propose such person for election as a Director, and (ii) the biographical details of such nominated candidate as required under Rule 17.50(2) of the GEM Listing Rules for publication by the Company and be signed by the shareholder concerned and the person who has been proposed indicating his/her willingness to be elected. 

• Any proposal for election of Directors will be considered at the first general meeting (annual or extraordinary) scheduled to be held eight weeks after the above notice is lodged at the Company. If a Shareholder wishes to have his/her proposal considered at the annual general meeting of the Company, the above notice must be lodged at the Company no later than eight weeks prior to the date of the annual general meeting. This date will be notified to the Shareholders by way of announcement on the Stock Exchange no less than ten weeks prior to such date.