Members of Audit Committee:
Mr. Mr. KWONG Wilson Wai Sun (Chairman)
Mr. CUI Yi
Mr. YEUNG Chi Wai

The main duties of the Audit Committee include the following:

• To review the financial statements and reports and consider any significant or unusual items raised by the Company’s staff responsible for the accounting and financial reporting function, compliance officer, internal auditor or external auditors before submission to the Board;
• To review the adequacy and effectiveness of the Company’s financial controls system, internal control system and risk management system;
• 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 recommendations to the Board on the appointment, re-appointment and removal of external auditors; and
• To review arrangements by which employees, in confidence can raise concerns about possible improprieties in financial reporting, internal control or other matters and to ensure proper arrangements are in place for the fair and independent investigation of such concerns and appropriate follow up actions.

The Audit Committee oversees the internal control system of the Group, reviews the internal audit report submitted by the internal auditor, reports to the Board on any material issues, and makes recommendations to the Board.

Members of Remuneration Committee:
Mr. CUI Yi (Chairman)
Mr. ZHANG Yongli
Mr. KWONG Wilson Wai Sun

The primary functions of the Remuneration Committee include the following:

• To make recommendations on the establishment of procedures for developing the remuneration policy and structure for the Executive Directors and the senior management, which policy shall ensure that no director or any of his/her associates will participate in deciding his/her own remuneration;
• To review and approve the remuneration packages of the Executive Directors and the senior management by reference to the performance of the individual and the Company as well as market practice and conditions;
• To make recommendations on the remuneration packages of the Non-executive Directors and Independent Non-executive Directors by reference to the performance of the individual and the Company as well as market practice and conditions; and
• To review and approve the compensation arrangements for the Executive Directors and the senior management in connection with any loss or termination of their offices or appointments.

 
The Human Resources Department is responsible for collection and administration of the human resources data and making recommendations to the Remuneration Committee for consideration.
 
The Remuneration Committee met once to review and make recommendation to the Board on the remuneration policy and structure of the Company, and the remuneration packages of the Executive Directors and senior management and other related matters.
 
The Company has established a formal and transparent procedure for formulating policies on remuneration of Directors and the senior management.

Members of Nomination Committee:
Mr. ZHANG Yongli (Chairman)
Mr. YEUNG Chi Wai
Mr. KWONG Wilson Wai Sun
 
The principal duties of the Nomination Committee include reviewing the Board composition, developing and formulating relevant procedures for the nomination and appointment or re-appointment of Directors, making recommendations to the Board on the appointment and succession planning of Directors, and assessing the independence of Independent Non-executive Directors.
 
The Nomination Committee has adopted a set of nomination procedures for selection of candidates for directorship of the Company by making reference to the skills, experience, professional knowledge, personal integrity and time commitments of such individuals, the Company’s needs and other relevant statutory requirements and regulations.
 
The Nomination Committee met once to review the structure, size and composition of the Board, to consider the qualifications of the retiring Directors standing for election at the annual general meeting, and to assess the independence of Independent Non-executive Directors.