Corporate Governance

Audit Committee

Our Company has established an audit committee with written terms of reference in compliance with Rule 3.21 of the Listing Rules and the paragraph C.3 of the Corporate GovernanceCodeassetoutinAppendix14totheListingRules.Theauditcommitteeconsistsof three members, namely, Mr. Li Rongkui, Mr. Xia Qing and Mr. Lian Tao, all being our independent non-executive Directors. Mr. Li Rongkui, with appropriate accounting and financial management expertise, serves as the chairperson of the audit committee. The primary duties of the audit committee are to review and supervise the financial reporting process and internal control system of our Group, oversee the audit process and perform other duties and responsibilities as assigned by the Board.

Remuneration Committee

Our Company has established a remuneration committee with written terms of reference in compliance with Rule 3.25 of the Listing Rules and the paragraph B.1 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules. The remuneration committee consists of three members, including two independent non-executive Directors, namely, Mr. Lian Tao and Mr. Li Rongkui, and one non-executive Director, namely, Mr. Huang Dongsheng. Mr.LianTao serves as the chair person of the remuneration committee. The primary duties of the remuneration committee are to establish and review the policy and structure of the remuneration for the Directors and senior management and make recommendations on employee benefit arrangement.

Nomination Committee

Our Company has established a nomination committee with written terms of reference in compliancewiththeparagraphA.5oftheCorporateGovernanceCodeassetoutinAppendix14 to the Listing Rules. The nomination committee consists of three members, including, and two independent non-executive Directors, namely, Mr. Xia Qing, Mr. Lian Tao, and one non-executive Director, namely, Mr. Huang Jinshun. Mr. Huang Jinshun serves as the chairperson of the nomination committee. The primary duties of the nomination committee are to make recommendations to the Board on the appointment and removal of Directors of our Company.

Development and Strategy Committee

Our Board of Directors has established a development and strategy committee with written terms of reference. The development and strategy committee consists of three Directors, including one executive Director, namely, Mr. Lan Qiang, one non-executive Director, namely, Mr. Huang Jinshun and one independent non-executive Director, namely Mr. Xia Qing. The chairperson of the development and strategy committee is Mr. Huang Jinshun. The primary duties of the Development and Strategy Committee are as follows:

• Formulating our development strategies and operational objectives, and making relevant recommendations to the Board of Directors.
• Reviewing our annual budgets, strategic asset allocation plans, goals for assets and liabilities management, and development plans on various matters, and making relevant recommendations to the Board of Directors.
• Making recommendations on plans for our organizational re-construction, material investment plans and merger and acquisition plans to the Board of Directors.
• Assessing the soundness of our corporate structure to improve our financial reports, risk management and internal control in accordance with the standards of our corporate governance policies, and supervising the implementation of our annual operational and investment plans.
• Performing other responsibilities as authorised by the Board of Directors and in accordance with applicable laws and regulations.