There are five committees under the Board and each of these committees has their specific terms of reference. Each of the members of such committees is authorized to make the relevant decisions within the terms of reference of their respective committees.

Strategy and Development Committee

The Strategic Development Committee of the Company, established in April 2005, comprises one independent non-executive director, one executive director and one non-executive director of the Company. It is chaired by Mr. CHEN Yangfan and the other member is Mr. ZHANG Wei and Prof. MA, Si-hang Frederick.

Risk Control Committee

The Risk Management Committee of the Company, established in April 2005, comprises one independent non-executive director and two non-executive directors of the Company. It is chaired by It is chaired by Mr. YANG Zhijian and the other member is Mr. TAO Weidong and Mr. YU De.

The Risk Management Committee provides independent support to the Board to identify the operational risks of the Company, monitor and manage these risks, set a clear direction for the Group's risk management strategies and strengthen the risk management system of the Group.

Audit Committee

The Audit Committee of the Company, established in April 2005, comprises two independent non-executive directors and one non-executive director of the Company. It is chaired by Prof. MA Si-hang Frederick and the other member are Mr. SHEN Dou and Ms. HAI Chi Yuet.

The Audit Committee is mainly responsible for reviewing and monitoring the financial reporting procedures of the Company. It is also responsible for overseeing all matters in respect of, among other things, the appointment, remuneration, removal and resignation of auditors. Besides, it is the duty of the audit committee to review the robustness of the internal control system, including the ongoing review of the effectiveness of various checks and balances in respect of the corporate structure and business processes of the Company, as well as considering the existence of any potential risks and the degree of urgency in controlling them to ensure the smooth business operation and the realisation of the corporate goals and strategies of the Company The scope of review covers finance, operation, legal compliance and risk management. Meanwhile, the Audit Committee reviews the internal audit plans of the Company and submits reports and recommendations to the Board from time to time.

Remuneration Committee

The Remuneration Committee of the Company, established in April 2005, comprises two independent non-executive directors and one non-executive director of the Company. It is chaired by Ms. HAI Chi Yuet, and the other member is Prof. MA Si-hang Frederick and Mr. SHEN Dou.

The Remuneration Committee is mainly responsible for making recommendations to the Board on the remuneration polices and structures for the directors and supervisors of the Company. In addition, the Remuneration Committee is also responsible for reviewing and approving remuneration which are determined on results and performance of duties with the reference to the corporate objectives approved by the Board from time to time. The Remuneration Committee convenes meetings whenever necessary and reports to the Board.

Nomination Committee

The Nomination Committee of the Company, established in April 2005, comprises two independent non-executive directors and one executive director of the Company. It is chaired by Mr. SHEN Dou and the other members are Mr.Yang Zhijian and Mr. YANG Zhijian.

The Nomination Committee is mainly responsible for nominating potential candidates for directorships, reviewing the nomination of directors and making recommendations to the Board on directorship appointments.

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