Remuneration Committee

The Remuneration Committee was established in September 2005. The Remuneration Committee consists of two executive Directors and three independent non-executive Directors of the Company.

Members:

Ms. CHEN Chunhua (Chairman)
Mr. TAN Jinsong
Mr. LAM Ming Yung
Mr. CAI Qiwu
Mr. ZHENG Weikang

The Committee's responsibilities include the following:

• to make recommendations to the Board on the Company's policy and structure for all remuneration of Directors and senior management and on the establishment of a formal and transparent procedure for developing policy on such remuneration;

• to have the delegated responsibility to determine the remuneration packages of all executive Directors and senior management, including benefits in kind, pension rights and compensation payment, including any compensation payable for loss or termination of their office or appointment, and make recommendations to the Board the remuneration of non-executive Directors. The Remuneration Committee should consider factors such as salaries paid by comparable companies, time commitment and responsibilities of the Directors, employment conditions elsewhere in the Group and desirability of performance-based remuneration;

• to review and approve performance-based remuneration by reference to corporate goals and objectives resolved by the Board from time to time; and

• to review and approve the compensation payable to executive Directors and senior management in connection with any loss or termination of their office or appointment to ensure that such compensation is determined in accordance with relevant contractual terms and that such compensation is otherwise fair and not excessive for the Company;

• to review and approve compensation arrangement relating to dismissal or removal of Directors for misconduct to ensure that such arrangement are determined in accordance with relevant contractual terms and that any compensation payment is otherwise reasonable and appropriate; and

• to ensure that no Director or any of his/her associates is involved in deciding his/her own remuneration.

The Committee is also provided with sufficient resources in discharging its duties.

Terms of Reference of the Remuneration Committee (Chinese Version only)