Corporate Governance

Audit Committee
(Terms of Reference)

The Company established an audit committee pursuant to a resolution of our Directors passed on March 6, 2012 in compliance with Rule 3.21 of the Listing Rules. The primary duties of the audit committee are ensuring that our Company has an effective financial reporting and internal control system in compliance with the Listing Rules, overseeing the integrity of the financial statements of our Company, selecting, and assessing the independence and qualifications of our Company’s external auditor and ensuring effective communication between our Directors, internal auditors and external auditors. The audit committee consists of three members, namely, Ms. Liu Peilian (chairman of the audit committee), Mr. Chen Liangnuan and Ms. Zhang Lin.

Remuneration Committee
(Terms of Reference)

The Company established a remuneration committee on March 6, 2012. The primary duties of the remuneration committee are assisting the Board in determining the policy and structure for the remuneration of Directors and senior management, reviewing incentive schemes and directors’ service contracts and fixing the remuneration packages for executive Directors and senior management. The remuneration committee consists of three members, namely, Ms. Xue Hue (chairman of the remuneration committee), Ms. Liu Peilian and Ms. Zhang Lin.

Nomination Committee
(Terms of Reference)

The Company established a nomination committee on March 6, 2012. The primary duties of the nomination committee are identifying and recommending to the Board appropriate candidates to serve as Directors, evaluating the structure and composition of the Board and developing, recommending to the Board and monitoring nomination guidelines for our Company. The Nomination committee consists of three members, namely Mr. Ju Wenzhong (chairman of the nomination committee), Mr. Chen Liangnuan and Ms. Xue Hui.

Procedure for shareholders to propose a person for election as director

Pursuant to article 112 of the Company’s articles of association, no person, other than a retiring director, shall, unless recommended by the board for election, be eligible for election to the office of director at any general meeting, unless notice in writing of the intention to propose that person for election as a director and notice in writing by that person of his willingness to be elected shall have been lodged  at the Hong Kong principal office of the Company, which is presently situated at 18/F, 80 Gloucester Road, Wan Chai, Hong Kong, or at the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–16, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. The notices must be lodged with the Company at least fourteen (14) days prior to the date of the general meeting of election but no earlier than the day after despatch of the notice of the general meeting appointed.