BOARD COMMITTEES

The Group has established the following committees within the Board of Directors: an audit committee, a remuneration committee and a nomination committee. The committees operate in accordance with the terms of reference established by the Board of Directors and Rule 3.21 and Rule 3.25 of the Listing Rules.

Audit Committee

The Group has established an audit committee with written terms of reference in compliance with Rule 3.21 of the Listing Rules and the paragraph C.3 of the Corporate Governance Code as set forth in Appendix 14 of the Listing Rules. The audit committee consists of three members, namely, Mr. Liu Teng, Mr. Cao Dequan and Ms. Yang Xiaofen. Mr. Liu Teng, with appropriate accounting and financial management expertise, is the chairman of the committee. The primary duties of the audit committee are to provide oversight of the financial reporting process, the audit process, the mechanism of internal control and compliance with laws and regulations and perform further duties and responsibilities as assigned by the Board from time to time.

Remuneration Committee

The Group has established a remuneration committee with written terms of reference in compliance with Rule 3.25 of the Listing Rules and the paragraph B.1 of the Corporate Governance Code as set out in Appendix 14 of the Listing Rules. The remuneration committee consists of three members, namely, Mr. Cao Dequan, Mr. Fu Haishu and Mr. Liu Teng. Mr. Cao Dequan is the chairman of the committee. The primary duties of the Remuneration Committee are to make recommendations to the Board regarding the policy and structure for the remuneration of the Directors and senior management and on the establishment of a formal and transparent procedure for developing remuneration policies, and to make recommendations to the Board on the remuneration packages of the Directors and senior management and on the employee benefit arrangement.

Nomination Committee

The Group has established a nomination committee with written terms of reference in compliance with the paragraph A.5 of the Corporate Governance Code as set forth in Appendix 14 of the Listing Rules. The nomination committee consists of three members, namely, Mr. Fu Haishu, Mr. Cao Dequan and Ms. Yang Xiaofen. Mr. Fu Haishu is the chairman of the committee. The primary duties of the nomination committee are to make recommendations to the Board in relation to the appointment and removal of Directors and senior management and on matters of succession planning.