The Board is responsible for overseeing the Group’s strategic planning and development, and for determining the objectives, strategic and policies of the Group while delegating day-to-day operations of the Group to management. Besides, each member of the Board is expected to make a full and active contribution to the Board’s affairs and ensure that the Board acts in the best interests of the Company and its shareholders as a whole.

The following are the members of the Board.

Executive Directors

Mr. Tian Songlin

Non-Executive Directors

Ms. Mou Ling

Independent Non-executive Directors

Ms. Zhou Zhan
Mr. Xu Tiantian
Mr. Zhou Guangguo

AUDIT COMMITTEE

The Company has had the Audit Committee since 2004 with written terms of reference in compliance with the Corporate Governance Code and Corporate Governance Report (the “Code”) which are available on the respective websites of the Company and the Stock Exchange. It is responsible for reviewing the Group’s financial reporting, internal controls and making recommendations to the Board.

The Audit Committee currently comprises three independent non-executive Directors, namely Ms. Zhou Zhan (as the chairperson of the Audit Committee), Mr. Xu Tiantian and Mr. Zhou Guangguo.

REMUNERATION COMMITTEE

The Remuneration Committee was established on 20 December 2005 with written terms of reference in compliance with the Code which are available on the respective websites of the Company and the Stock Exchange. The principal responsibilities of the Remuneration Committee include formulation of the remuneration policy, review and recommending to the Board the annual remuneration policy of the individual executive Directors and members of senior management.

The Remuneration Committee currently comprises three independent non-executive Directors, namely Mr. Xu Tiantian (as the chairperson of the Remuneration Committee), Ms. Zhou Zhan and Mr. Zhou Guangguo.

NOMINATION COMMITTEE

The Nomination Committee was established on 7 July 2008 with written terms of reference in compliance with the Code which are available on the respective websites of the Company and the Stock Exchange.

The principal responsibilities of the Nomination Committee include reviewing the structure, size, composition and diversity (including but not limited to skills, experience and background, geographical and industry experience, ethnicity, gender, knowledge and length of service) of the Board; to identify individuals suitably qualified to become Board members and make recommendations to the Board on the selection of individuals nominated for directorship; and to make recommendations to the Board on relevant matters relating to the appointment or re-appointment of Directors and succession planning for Directors; and to review the board diversity policy and the measurable objectives that the Board has set for implementing such policy.

The Nomination Committee currently comprises one Executive Directors, namely Mr. Tian Songlin and two independent non-executive Directors namely Mr. Zhou Guangguo (as the chairperson of the Nomination Committee) and Mr. Xu Tiantian.