The Executive Committee was established by the board of directors (the “Board”) of New Universe Environmental Group Limited (the “Company”) as a Committee of the Board on 29 April 2011.
The purpose of the Executive Committee is to set up a body to which the Board may delegate the powers and authorities to manage the business of the Company and its subsidiaries (the “Group”), to make investment and business decisions for the Group within its authority and to take all necessary actions to give effect to such decisions.
The Executive Committee is vested with the following powers and authorities:
- to manage generally the operation of the Group in its ordinary course of business;
- to recommend to the Board on investment opportunities and proposals;
- to manage the agenda and papers for Board meetings;
- to consider and approve any transaction (the “Authorized Transaction(s)”) which is not subject to the compliance with any requirement under the Rules Governing the Listing of Securities on the Growth Enterprise Market and/or Main Board of The Stock Exchange of Hong Kong Limited, the Codes on Takeovers and Mergers and Share Repurchases or other rules and regulations governing listed companies in Hong Kong (the “Applicable Rules”); and
- to consider and approve all deeds and documents in relation to the Authorized Transactions so as to implement the Authorized Transactions.
The Executive Committee shall discharge the following duties:
- to refer the transactions to the Board for decision making if any member of the Executive Committee has doubt on any compliance issue under the Applicable Rules in respect of the transactions under consideration and in any event, seek professional advice on any compliance issue;
- to report on any commitment (within its authority) approved by the Executive Committee and entered into on behalf of the Group to the Board in the next scheduled meeting of the Board; and
- to ensure that all the relevant management personnel of the Group and the Company Secretary of the Company will be provided with all deeds, documents or contracts entered into on behalf of the Group pursuant to the approval of the Executive Committee (within its authority) for record keeping.