The Company is determined to adopt corporate governance best practices, in a bid to increase the transparency and accountability to shareholders and investors.

Board of Directors

Our Board consists of seven Directors, including four Executive Directors and three Independent Non-Executive Directors.
Executive Directors: Mr. YEUNG Wai, Mr. YEUNG Yun Chuen, Mr. YEUNG Yun Kei, Mr. LEUNG Siu Sun
Independent Non-Executive Directors: Mr. FAN Chun Wah, Mr. WU Kam On, Mr. NG Ngai Man

Audit Committee

We have set up an audit committee with terms of reference in compliance with Rule 3.21 of the Listing Rules and Rule C.3 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules on October 28, 2014. The audit committee comprises three Independent Non-Executive Directors, including Mr. WU Kam On, Mr. FAN Chun Wah and Mr. NG Ngai Man. Mr. WU Kam On is the Chairman of the committee who possesses appropriate professional qualifications as required in Rule 3.10(2) of the Listing Rules.

The audit committee serves to assist our Board to provide an independent view regarding our financial reporting process, internal control and risk management system, monitor the audit process and perform other duties as assigned by our Board.

Terms of Reference

Remuneration Committee

We have set up a remuneration committee with terms of reference in compliance with Rule 3.25 of the Listing Rules and Rule B.1 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules on October 28, 2014. The remuneration committee comprises one Executive Director and two Independent Non-Executive Directors, including Executive Director Mr. YEUNG Wai, Independent Non-Executive Directors Mr. WU Kam On and Mr. NG Ngai Man, with Mr. NG Ngai Man as the Chairman of the committee.

The remuneration committee serves to develop remuneration policies of our Directors, assess the performance, provide recommendations on the remuneration package of our Directors and senior management, evaluate and make recommendations regarding employee benefit arrangements.

Terms of Reference

Nomination Committee

We have set up a nomination committee with terms of reference in compliance with Rule A.5 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules on October 28, 2014. The nomination committee comprises one Executive Director and two Independent Non-Executive Directors, including Executive Director Mr. YEUNG Wai, Independent Non-Executive Directors Mr. FAN Chun Wah and Mr. NG Ngai Man, with Mr. FAN Chun Wah as the Chairman of the committee.

The nomination committee serves to provide recommendations to our Board concerning the appointment and removal of Directors.

Terms of Reference

Executive Committee

We have set up an executive committee with terms of reference in compliance with the Corporate Governance Code as set out in Appendix 14 to the Listing Rules on December 31, 2014. The executive committee comprises four Executive Directors, including Mr. YEUNG Wai, Mr. YEUNG Yun Chuen, Mr. YEUNG Yun Kei and Mr. LEUNG Siu Sun, with Mr. YEUNG Wai, as the Chairman of the committee.

The executive committee serves to approve and enter into any agreement or document or transaction on behalf of the Company as the committee may consider necessary or desirable in connection with the normal and ordinary course of business and the day-to-day management and operation of the Company.

Terms of Reference

Procedures for Shareholder to Recommend A Person For Election As A Director of the Company (A "Director")

Fulum Group Holdings Limited (the "Company") adopts a formal, transparent and carefully designed procedure for shareholders to recommend a person for election as a Director. The following procedures are subject to the Company's Memorandum and Articles of Association, the Cayman Islands Companies Law, Cap. 22 (Law 3 of 1961 of the Cayman Islands) and applicable legislation and regulation:

  - 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 recommend a person for election as a Director at that meeting, he/she shall have to lodge a written notice at the Company's registered office at 15/F., Luk Hop Industrial Building, 8 Luk Hop Street, San Po Kong, Kowloon, Hong Kong, for the attention of the Company Secretary of the Company.
  - To allow the Company to inform all shareholders regarding that proposal, the written notice must state (i) his/her intention to recommend such person for election as a Director, and (ii) the biographical details of such nominated candidate as required under Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Listing Rules") for publication by the Company and be signed by the shareholder concerned and the person who has been recommended demonstrating his/her willingness to be elected.
  - The period for lodgement of the above notice shall be a 7-day period commencing on the day after the despatch of the notice of the general meeting appointed for such election of Director(s) and ending on the date falling 7 days after the despatch of the said notice of the general meeting.
  - Upon receipt of the above notice from a shareholder which is received after publication of the notice of general meeting, the Company shall, prior to the general meeting, publish an announcement or issue a supplementary circular disclosing the particulars of the recommended Director pursuant to Rule 13.51(2) of the Listing Rules.

Shareholders who have enquiries in relation to the above mentioned procedures may write to the Company Secretary at 15/F., Luk Hop Industrial Building, 8 Luk Hop Street, San Po Kong, Kowloon, Hong Kong.

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Amended and Restated Memorandum of Association

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List of Directors and their Roles and Functions

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Board Diversity Policy

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Shareholders’ Communication Policy

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Whistleblowing Policy

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