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1、xxxx Holdings Group Ltd. (incorporated in Bermuda with limited liability)(the “Company“ together with its subsidiaries, collectively the “Group“)Minutes of a meeting of the board of directors of the Company (the “Board”) held at address on date at timePresent: In Attendance: 1.CHAIRMAN took the chai
2、r of the meeting.2.NOTICE AND QUORUMIT WAS NOTED THAT the notice of the meeting had been duly given to all directors and that the quorum was present throughout the meeting.3. MINUTES OF THE LAST BOARD MEETINGIT WAS NOTED THAT there was no outstanding minutes of the Board meeting subject to approval.
3、 OR There was tabled before the meeting a copy of draft minutes (the “Minutes”) of the last Board meeting held on date for consideration.IT WAS RESOLVED THAT the Minutes be approved and adopted.4.MATTERS ARISING FROM THE LAST BOARD MEETING 5.MATTERS ARISING FROM THE AUDIT COMMITTEE MEETING reported
4、that the Audit Committee, at its meeting held on 22 March 2013 had reviewed and discussed the draft consolidated financial statements of the Group for the year ended 31 December 2012 and the draft results announcement and annual report for the year ended 31 December 2012 and that the same be recomme
5、nded to the Board for approval, publication and release to The Stock Exchange of Hong Kong Limited (the “Stock Exchange”). reported that the Audit Committee had discussed the re-appointment of PricewaterhouseCoopers (“PwC”) as auditors of the Company and the same be recommended to the Board for cons
6、ideration.Minutes of Board Meeting 23 March 2013 Page 2 of 6 reported that the Audit Committee had reviewed and discussed the effectiveness of the internal control system of the Company including the adequacy of resources, qualification and experience of staff of the Groups accounting and financial
7、reporting function and their training programmes and budget and that the same be recommended to the Board for consideration. reported that the following matters were discussed at the Audit Committee meeting:-a.; and b.IT WAS NOTED THAT the Board was satisfied that an effective and adequate internal
8、control system has been in operation. also reported that the Audit Committee had reviewed and discussed the effectiveness of the Companys policies and practices on corporate governance and the same are recommended to the Board. OR the following amendments are recommended to the Board for considerati
9、on:a. ; and b. IT WAS NOTED THAT the aforesaid policies and practices remained effective. OR IT WAS RESOLVED THAT the above amendments be approved. further reported that the Audit Committee had reviewed the Companys compliance with the Corporate Governance Code and disclosure in the Corporate Govern
10、ance Report and the same are recommended to the Board.IT WAS RESOLVED THAT the content of the Corporate Governance Report be approved.6.MATTERS ARISING FROM THE LAST REMUNERATION COMMITTEE MEETING reported that the Remuneration Committee, at its meeting held on 23 March 2013 had reviewed and discuss
11、ed the following matters and recommend to the Board for approval:a.; and b.7.MATTERS ARISING FROM THE LAST NOMINATION COMMITTEE MEETING reported that the Nomination Committee, at its meeting held on 23 March 2013 had reviewed and discussed the following matters and recommend to the Board for approva
12、l:a.; and b.8. AUDITED FINANCIAL STATEMENTS OF THE GROUP FOR THE YEAR ENDED 31 DECEMBER 2012There was tabled before the meeting a copy of the draft audited consolidated financial statements (the “Consolidated Financial Statements”) of the Group for the year ended 31 December 2012 and a copy of the d
13、raft independent auditors report (the “Auditors Report”) Minutes of Board Meeting 23 March 2013 Page 3 of 6thereon for consideration.IT WAS RESOLVED THAT the Consolidated Financial Statements and the Auditors Report be approved for presentation to the shareholders of the Company (the “Shareholders”)
14、 at the forthcoming Annual General Meeting (“AGM”) for adoption as ordinary business and THAT any director(s) of the Company be authorized to sign the Directors Report and the Balance Sheets on behalf of the Board.9.RESULTS ANNOUNCEMENT OF THE GROUP FOR THE YEAR ENDED 31 DECEMBER 2012There was table
15、d before the meeting a copy of the draft results announcement (the “Results Announcement”) of the Group for the year ended 31 December 2012 prepared in accordance with Appendix 16 of the Rules Governing the Listing of Securities (the “Listing Rules”) on the Stock Exchange governing the contents of the preliminary results announcement, for consideration. briefed the highlights of the Results Announcement, including turnover, gross profit margin, other inc
