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Tradelink Electronic Commerce Limited
貿易通電子貿易有限公司
34
Corporate Governance Report
企業管治報告書
(3) Risk Management & Internal Controls (continued)
The Group handled and disseminated inside information in compliance
with the Listing Rules and the Securities and Futures Ordinance
(Chapter 571 of the Laws of Hong Kong) (“SFO”). The Board, with
the recommendation of the Senior Management, would identify and
determine whether certain information needs to be disclosed as inside
information under the Listing Rules and the SFO. Once certain information
has been determined as inside information, it would be disclosed as soon
as practicable by way of announcements.
The Company has in place separate internal policies for dealing in the
Company’s shares by Directors, general staff and those staff who are
likely to be in constant exposure to inside information. All employees and
Directors are not allowed to deal in the securities of the Company when
they possess unpublished inside information. Pre-clearance on dealing
in the Company’s securities is mandatory for Directors and those staff
who are likely to be in constant exposure to inside information. During the
reporting period, training on disclosure of inside information was provided
to the Directors by the Company’s external lawyers.
During the reporting period, Directors and relevant employees, as
identified by the Senior Management, were notified of the periods when
dealings in the securities of the Company were prohibited. All inside
information was disclosed timely by way of announcements. Before
the disclosure of inside information by announcements, it was kept
confidential and would only be disclosed to, and handled by, those
employees who had a genuine need to know. Documents containing
inside information are protected by passwords.
In addition, every employee is subject to the Code of Ethics and
Conduct of the Group and is expected to achieve the highest ethical and
professional standards of behavior.
(4) Board of Directors
(i) Board Composition
As at 31 December 2016, the Company is led by a Board comprising
four Executive Directors, three Non-executive Directors, including
the Chairman of the Board, and five Independent Non-executive
Directors. The Independent Non-executive Directors represent at
least one-third of the Board as required by the Rule 3.10A of the
Listing Rules. The five Independent Non-executive Directors have all
confirmed in writing to the Company that they meet the guidelines
for independence in Rule 3.13 of the Listing Rules.
(3)
風險管理及內部監控（續）
本集團根據上市規則及香港法例第
571
章《證券及期貨
條例》（「證券及期貨條例」）處理及發放內募消息。董事
會按照高級管理人員的建議，確定及釐定若干資料是
否需要根據上市規則及「證券及期貨條例」披露為內幕
消息。一旦若干信息經確定為內幕消息，其將在可行
情況下儘快以公告方式披露。
本公司已分別就董事、一般僱員及可能持續接觸內幕
消息的員工買賣本公司股份訂立內部政策。全體員工
及董事於擁有未發佈的內幕消息時，均不得買賣本公
司證券。就可能持續接觸內幕消息的董事及員工而
言，彼等買賣本公司證券買賣必須獲預先批准。於報
告期內，本公司外部律師向董事提供內幕消息披露培
訓。
於報告期內，董事及高級管理人員鑒定的相關員工獲
知會本公司證券交易禁止交易期間。所有內幕消息均
以公告方式及時披露。於透過公告方式披露前，內幕
消息會保密，並只向真正需要知道的僱員透露及交由
彼等處理。包含內幕信息的文件以密碼保護。
此外，每位員工皆須遵守本集團的道德及操守守則，
並預期達到最高道德及專業行為標準。
(4)
董事會
(i)
董事會組成
於二零一六年十二月三十一日，本公司由董事會
領導，董事會成員包括四名執行董事、三名非執
行董事（包括董事會主席）及五名獨立非執行董
事。獨立非執行董事人數據上市規則第
3.10A
條
的規定佔董事會至少三分之一。五名獨立非執行
董事均已向本公司作出書面確認，表示彼等符合
上市規則第
3.13
條有關獨立身份的指引。