Board Committee

The Board committees are provided with sufficient resources to discharge their duties and, upon reasonable request, are able to seek independent professional advice in appropriate circumstances, at Company's expenses.

Remuneration Committee 

The Remuneration Committee currently comprises three Independent non-Executive Directors including Mr. Zuo Duofu,(Chairman of remuneration Committee), Mr. Yu Xiumin and Mr. Ye Xiang .

The primary objectives of the Remuneration Committee include making recommendations on and approving the remuneration policy and structure and remuneration packages of the executive directors and the senior management. The Remuneration Committee is also responsible for establishing transparent procedures for developing such remuneration policy and structure to ensure that no director or any of his/her associates will participate in deciding his/her own remuneration, which remuneration will be determined by reference to the performance of the individual and the Company as well as market practice and conditions.

The Remuneration Committee normally meets at least once a year for reviewing the remuneration policy and structure and determination of the annual remuneration packages of the executive directors and the senior executives and other related matters.

The Human Resources Department is responsible for collection and administration of the human resources data and making recommendations to the recommendation committee for consideration. The Remuneration Committee shall consult the Chairman of the company about these recommendations on remuneration policy and structure and remuneration packages.

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Audit Committee 

 The Audit Committee currently comprises three independent non-executive directors including Mr. Ye Xiang (Chairman of Audit Committee), Mr. Yu Xiumin and Mr. Zuo Duofu. Among them one of the independent non-executive director possesses the appropriate professional qualifications or accounting or related financial management expertise amongst the committee.

The Audit Committee should hold at least two regular meetings in a year to review and discuss the return and annual financial statements of the company. Additional meetings of the Audit Committee should be held as and when requested.

The main duties of the audit committee include the following:

(a)    To review the financial statements and reports and consider any significant or unusual items raised by the responsible staff of accounting and financial report function, compliance officer (if any), internal auditor or external auditors before submission to the Board.

(b)    To review the relationship with the external auditors by reference to the work performed by the auditors, their fees and terms of engagement, and make recommendation to the Board on the appointment, re-appointment and removal of external auditors.

(c)   To review the continued connected party transactions as disclosed in the annual report and confirm that those transactions entered into by the Group were (i) in the ordinary and usual course of business of the Group; (ii) on arm’s length basis, on normal commercial terms and on terms that are fair and reasonable as far as the shareholders of the Company are concerned; and (iii) in accordance with the terms of the agreements governing such transactions.

(d)   To review the adequacy and effectiveness of the Company’s financial reporting system, internal control system and risk management system and associated procedures.

Please click here for the Term of Reference