Interim Report 2012 - TodayIR.com

Other InformationCOMPLIANCE WITH THE MODEL CODE FOR SECURITIES TRANSACTIONS BYDIRECTORSThe Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) as set out inAppendix 10 to the Listing Rules as a code of conduct of the Company regarding directors’ transactions of the listed securities of theCompany.As at 30 June 2012, the shares of the Company had yet to be listed on the Stock Exchange, the directors of the Company were not awareof any issues of directors and relevant employees not in compliance with the Model Code.CORPORATE GOVERNANCE CODEAs the Company’s shares had yet to be listed on the Stock Exchange as at 30 June 2012, the Company has not adopted the principles andcode provisions set out in the Corporate Governance Code (the “Corporate Governance Code”) contained in Appendix 14 to the ListingRules during the six months ended 30 June 2012. The Company has adopted the Corporate Governance Code upon the listing on the StockExchange and is in compliance with all the code provisions in the Corporate Governance Code since the listing of the Company on 4 July2012 up to the date of this report.CHANGE OF THE BOARD OF DIRECTORSOn 29 August 2012, the Board had approved the appointments of:(a)Mr. Wang Hairong () as a non-executive director of the Company with effect from 29 August 2012, and(b) Mr. Chen Anjie () as an independent non-executive director of the Company with effect from 29 August 2012.AUDIT COMMITTEE AND REVIEW OF FINANCIAL STATEMENTSThe Company has established an audit committee (the “Audit Committee”) on 8 June 2012 with written terms of reference in compliancewith the Corporate Governance Code as set out in Appendix 14 to the Listing Rules. The primary duties of the Audit Committee are toreview and supervise our internal control and financial reporting process and to maintain an appropriate relationship with our independentauditors.The Audit Committee comprises Mr. Tsang Henry Yuk Wong, Mr. Weng Xiangwei and Mr. Wang Yu. Mr. Tsang Henry Yuk Wong hasbeen appointed as the chairman of the Audit Committee.The Audit Committee has discussed with the Company’s management and external auditors, the accounting principles and practicesadopted by the Company and has reviewed of the audited consolidated financial statements of the Group for the six months ended 30 June2012.By order of the BoardXiao Nan Guo Restaurants Holdings LimitedWANG HuiminChairladyShanghai, the People’s Republic of China, 29 August 201290XIAO NAN GUO RESTAURANTS HOLDINGS LIMITED