Corporate Governance

TJI’s Directors recognise the importance of incorporating elements of good corporate governance in the management structures and internal control procedures of the Group so as to achieve effective accountability. TJI is committed to achieving high standards of corporate governance with a view to safeguarding the interests of its Shareholders as a whole.

TJI is committed to the view that the Board should include a balanced composition of executive, non-executive and independent non-executive Directors so that there is a strong independent element on the Board, which can effectively exercise independent judgement.

The Board includes three executive Directors, three non-executive Directors and three independent non-executive Directors. TJI believe its independent non-executive Directors possess sufficient experience as directors and members of the Audit Committee of listed companies in Hong Kong, which will provide the Board the benefit of their skills, expertise and varied backgrounds and qualifications to complement its corporate development. Each of them will also serve as members of the Audit Committee and will be responsible for overseeing the financial reporting system, risk management and internal control systems. Furthermore, they are free of any business or other relationship which could interfere in any material manner with the exercise of their independent judgement and will be able to provide an impartial, external opinion to protect the interests of its public Shareholders.

The Board assumes the responsibility for overseeing the overall management and strategic planning of the Group through directing and supervising its affairs. The Directors (including independent non-executive Directors) will be provided in a timely manner with appropriate information in the form and quality to enable them to make an informed decision and perform their duties and responsibilities. The Directors may make further enquiries for more information and have separate and independent access to its senior management and operational staff. There is also procedure in place to enable the Directors, upon reasonable request, to seek independent professional advice in appropriate circumstances, at its expense, to assist them perform their duties to TJI.

The Group is committed to achieving high standards of corporate governance with a view of safeguarding the interests of our Shareholders as a whole. To accomplish this, it will comply with the code provisions set out in the Code on Corporate Governance Practices in Appendix 14 to the Listing Rules.

Board Committees

Audit Committee

The Company established the Audit Committee on 14 September 2021 with written terms of reference in compliance with Rule 3.21 of the Listing Rules and paragraph C.3 of the CG Code as set out in Appendix 14 of the Listing Rules (the ‘‘CG Code’’).

The Audit Committee consists of three members, namely Mr. Lee Kwok Ming, Mr. Loo Kwok Wing and Mr. Yeung Yiu Keung, all being independent non-executive Directors. The Audit Committee is chaired by Mr. Lee Kwok Ming. The primary duties of the Audit Committee are to assist our Board by providing an independent view of the effectiveness of the financial reporting process, internal control and risk management system of our Group, to oversee the audit process, to develop and review our policies and to perform other duties and responsibilities as assigned by our Board.

Remuneration Committee

We have established the Remuneration Committee on 14 September 2021 with written terms of reference in compliance with Rule 3.25 of the Listing Rules and paragraph B.1 of the CG Code.

The Remuneration Committee consists of four members, namely Mr. Lau Tat Man, our executive Director, Mr. Loo Kwok Wing, Mr. Lee Kwok Ming and Mr. Yeung Yiu Keung, all being independent non-executive Directors. The Remuneration Committee is chaired by Mr. Loo Kwok Wing. The primary duties of the Remuneration Committee include (but without limitation): (i) making recommendations to our Directors regarding our policy and structure for the remuneration of all our Directors and senior management and on the establishment of a formal and transparent procedure for developing remuneration policies; (ii) making recommendations to our Board on the remuneration packages of our Directors and senior management; (iii) reviewing and approving the management’s remuneration proposals with reference to our Board’s corporate goals and objectives; and (iv) considering and approving the grant of share awards and/or share options to eligible participants pursuant to the Share Award Scheme and/or Share Option Schemes.

Nomination Committee

We have established the Nomination Committee on 14 September 2021 with written terms of reference in compliance with paragraph A.5 of the CG Code.

The Nomination Committee consists of four members, namely Mr. Lau Tat Man, our chairman, chief executive officer and executive Director, Mr. Lee Kwok Ming, Mr. Loo Kwok Wing and Mr. Yeung Yiu Keung, all being independent non-executive Directors. The Nomination Committee is chaired by Mr. Lau Tat Man. The primary function of the Nomination Committee is to review the structure, size and composition (including the skills, knowledge and experience) of our Board, make recommendations on any proposed changes to our Board to complement our corporate strategy and make recommendations to our Board on the appointment of members of our Board.

Constitutional / Corporate Documents

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Download

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List of Directors and their Roles and Functions

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Procedures for Shareholders to propose a person other than a retiring Director for election as a Director

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Amended and Restated Articles of Association