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Corporate Governance Report

Connected Transactions and/or Continuing Connected Transactions

During the year ended 31 December 2010, the Group entered into certain connected transactions and/or continuing connected transactions. Disclosure requirements in accordance with the Listing Rules were fully complied with. In May 2010, a special general meeting (SGM) of the Company was held for obtaining shareholdersapproval in respect of a discloseable and connected transaction in relation to the acquisition of one-third interests in a hotel in Luwan District, Shanghai, PRC. Sufficient notice period of the SGM was given to shareholders. The notice of SGM was issued and despatched to shareholders together with a circular, which contained all the information reasonably necessary to enable shareholders to make an informed decision on whether to vote for or against the relevant resolutions at the SGM. Connected persons and their respective associates abstained from voting at the SGM. Poll results of the SGM were released on the websites of the Stock Exchange and the Company soon after the SGM on the same day. Annual review requirement for certain continuing connected transactions has been carried out in accordance with the Listing Rules.

Details of the connected transactions and/or continuing connected transactions entered during the year and the annual review are set out on pages 56 to 59 in the Report of the Directors contained in the 2010 Annual Report.

Related Party Transactions

During the year ended 31 December 2010, the Group also entered into certain transactions with parties regarded as related partiesunder the applicable accounting standards. Details of the transactions are disclosed in note 39 to the consolidated financial statements.

Audit Committee

In compliance with Rule 3.21 of the Listing Rules, an Audit Committee was established in 1999. The principal duties of the Audit Committee are as follows:

  • (a)

    to review the Companys half-year and annual report and financial statements of the Company and provide comments and advices thereon to the Board;

  • (b)

    to discuss with the management the Companys statement on internal control systems, where an internal audit function exists, to review the internal audit programme, and internal auditorsreports, and ensure that the internal audit function is adequately resourced and has appropriate standing within the Company, and to review and monitor the effectiveness of the internal audit function;

  • (c)

    to be primarily responsible for making recommendation to the Board on the appointment, re-appointment and removal of the external auditor, and to approve the audit fee and terms of engagement of the external auditor, and any questions of resignation or dismissal of that auditor; and

  • (d)

    to review the external auditors management letter, any material queries from the auditor to management in respect of the accounting records, financial accounts or system of internal control and managements response to the points raised.

Great Eagle Holdings Limited

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