The Company has established three Board committees in accordance with the relevant laws and regulations and the corporate governance practice under the Listing Rules, including the Audit Committee, the Remuneration Committee and the Nomination Committee.

Audit Committee

We established an audit committee with written terms of reference in compliance with the Listing Rules and the Corporate Governance Code and Corporate Governance Report as set out in Appendix 14 to the Listing Rules. The primary duties of the audit committee are to review and supervise our financial reporting process and internal control of the Group, oversee the audit process, risk management process and external audit functions. The audit committee consists of three members, namely, Mr. CHEUNG Chi, Mr. John Alexander BAKER and Mr. Alex Tianli ZHANG. Mr. CHEUNG Chi, being the chairman of the committee, is appropriately qualified as required under Rules 3.10(2) and 3.21 of the Listing Rules.

Remuneration Committee

We established a remuneration committee with written terms of reference in compliance with the Listing Rules and the Corporate Governance Code and Corporate Governance Report as set out in Appendix 14 to the Listing Rules. The primary duties of the remuneration committee include, among others, (i) making recommendations to the Board on our Company’s policy and structure concerning the remuneration of our Directors and senior management; (ii) making recommendations on the establishment of a formal and transparent procedure for developing remuneration policy; (iii) review and approve performance based remuneration by reference to corporate goals and objectives, to determine the terms of the specific remuneration package of each Director and senior management and to ensure none of our Directors determine their own remuneration. The remuneration committee consists of three members, namely, Mr. John Alexander BAKER, Mr. Bruno Robert MERCIER and Ms. LIU Wei. The chairman of the remuneration committee is Mr. John Alexander BAKER.

Nomination Committee

We established a nomination committee with written terms of reference in compliance with the Corporate Governance Code and Corporate Governance Report as set out in Appendix 14 to the Listing Rules. The primary duties of the nomination committee are to make recommendations to our Board on the appointment of members of the Board. The nomination committee consists of three members, namely, Mr. Bruno Robert MERCIER, Mr. CHEUNG Chi and Mr. WANG Hang. The chairman of the nomination committee is Mr. Bruno Robert MERCIER.