The Group is committed to the establishment of good corporate governance practices and procedures which serve as an important element of risk management throughout the growth and expansion of the Group. The Group emphasizes on maintaining and carrying out sound, solid and effective corporate governance principles and structures.

The Group complied with the code provisions in the Code on Corporate Governance Practices (the "Code") as set out in Appendix 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). The Board of Directors committed to maintaining high standards of business ethics and corporate governance to ensure compliance with the code provisions.

DIRECTORS' SECURITIES TRANSACTIONS

The company has adopted the Model Code set out in Appendix 10 of the Listing Rules as its own code of conduct regarding directors' securities transactions.

BOARD OF DIRECTORS

The overall management of the Group's business is vested in the Board. The Board has delegated the day-to-day management of the Group's business to the executive management team, and focuses its attention on matters affecting the Group's overall strategic policies, finances and shareholders. Major responsibilities of the Board include approving the Group's overall business, financial and technical strategies, setting key performance targets, approving budgets and overseeing the performance of management.

The Board comprised six members, consisting of three executive directors (namely Mr. Xuan Rui Guo, Mr. Huang Zhi Yong and Mr. Kuang Jian Ping) and three independent non-executive directors (namely Mr, Tang Min, Mr, Wang Tai Wen and Mr. Ng Wing Fai).

The Group has received from each independent non-executive director an annual confirmation of his independence pursuant to the Listing Rules.

Eight Board meetings were held during the Relevant Period. Directors actively participate in each meeting in person or via telephone conferencing. Directors give and receive reports on the activities of the operating divisions and present papers supporting decisions which require the Board approval. The Board consents are given by vote at the Board meetings.

If a director has a conflict of interest in a transaction or proposal to be considered by the Board and which the Board has determined to be material, the individual director declares his interest is required to abstain from voting. The matter si considered at a Board meeting attended by independent non-executive directors who have no material interest in the transaction.

Details of the attendance of directors at these Board meetings and at three other committees (the audit committee, the remuneration committee and the nomination committee) for the period from its listing until the date of this report are set out in the following table:

All directors have accessed to the services of the company secretary who regularly updates the Board on governance and regulatory matters.

Minutes of Board meetings are taken by the company secretary and, together with any supporting documents, are available to all directors. Draft and final versions of such minutes are sent to all directors for their comment and record respectively.

Audit Committee

The Group established an audit committee on 16 June 2007 with written terms of reference in compliance with the Code as set out in Appendix 14 to the Listing Rules. The audit committee oversees the overall financial reporting process, as well as the adequacy and effectiveness of the Group's internal control. It also reviews and monitors the external auditor's independence and objectivity as well as the effectiveness of the audit process to make sure that it is in full compliance with applicable standards. There had not been any disagreement between the Board and audit committee on appointment and dismissal of external auditors during the Relevant Period.

The audit committee met twice during the Relevant Period to review and discuss with the management of the Company the internal controls and financial reporting matters.

The audit committee comprises three members, all of whom are independent non-executive Directors, being Mr. Ng Wing Fai, Mr. Tang Min and Mr. Wang Tai Wen who has appointed on 30 January 2008 to replace Mr. Han Ben Yi who resigned on the same date. The audit committee is chaired by Mr. Ng Wing Fai.

Remuneration Committee

The Group established a remuneration committee on 16 June 2007 with written terms of references in compliance with the Code as set out in Appendix 14 to the Listing Rules. The primary duties of the remuneration committee are to review and determine the terms of remuneration packages, bonuses and other compensation payable to the Directors and senior management. The remuneration of Directors is determined by the Board based on the advice of the Remuneration Committee with reference to their responsibilities with the Group.

The remuneration committee met once during the Relevant Period to review and approve the remuneration of the directors and senior management of the Group.

The remuneration committee comprises five members, there of whom are independent non-executive Directors, namely Mr. Wang (who was appointed on 30 January 2008 to replace Mr. Han who resigned on the same date), Mr. Tang and Mr. Ng, and the other two of whom are executive Directors, namely Mr. Xuan Rui Guo and Mr. Huang Zhi Yong. The remuneration committee is chaired by Mr. Wang.

Nomination Committee

The Group established a nomination committee on 16 June 2007 with written terms of references in compliance with the Code as set out in Appendix 14 to the Listing Rules. The primary duties of the nomination committee are to review the composition of the Board and make recommendations to the Board on the selection of individuals nominated for directorship. The selection of individual to become directors is based on assessment of their professional qualifications, experience and prevailing industry practices. The nomination committee met once during the Relevant Period to review and recommend the appointment of the independent non-executive director and reappointment of the retiring Directors for shareholders' approval at the forthcoming annual general meeting.

The nomination committee comprises five members, three of whom are independent non-executive Directors, being Mr. Tang, Mr. Ng and Mr. Wang (who was appointed on 30 January 2008 to replace Mr. Han who resigned on the same date), and the other two of whom are executive Directors, namely Mr. Xuan and Mr, Kuang. The nomination committee is chaired by Mr. Tang.

Independent Non-executive Directors

All existing independent non-executive directors were previously appointed with specific terms for two years to 12 July 2009 except for Mr. Wang who was appointed on 30 January 2008 to replace Mr. Han who resigned on the same date. Pursuant to Article 86 of the Articles of Association of the Group, Mr. Wang shall hold office only until the Annual General Meeting and shall be eligible for re-election at the Annual General Meeting.

Internal Control

The Board is responsible for the Group's system of internal controls and for reviewing the effectiveness. In this connection, the management of the Group has established a set of comprehensive polices, standards and procedures in areas of operational, financial and risk controls for safeguarding assets against unauthorized use or disposition; for maintaining proper accounting records; and for ensuring the reliability of financial information to achieve a satisfactory level of assurance against the likelihood of the occurrence of fraud and errors.

Communication with shareholders

The Group uses several formal channels to ensure fair disclosure and comprehensive and transparent reporting of its performance and activities. Annual and interim reports are printed and sent to all shareholders. Press releases are posted on the Company's corporate website http://www.cag.com.hk. The Company's website provides email address, postal address, fax number and telephone number by which enquiries may be put to the Group. Constantly being updated in a timely manner, the website also contains additional information on the Group's business activities.