Introduction to the duties of the Board and specialised committees under the Board:

Board: The principal duties of the Board are to exercise management and decision-making powers according to the authorities granted at the general meeting in respect of the Company’s development strategies, management structure, investment and financing, planning, financial control, human resources, and so forth.

Five specialised committees have been set up under the Board. These committees have their designated duties and terms of reference. They are required to review and monitor matters in specific areas of the Company and make corresponding recommendations to the Board.

The Strategic Committee was established in November 2001. It is responsible for studying the directions of the Company’s strategic development, considering the Company’s strategic plans, monitoring the implementation of strategies and facilitating adjustments to the Company’s strategies and governance structure on a timely basis.

The Audit Committee was established in August 1999. It comprises Non-executive Directors, with the majority being Independent Directors. The committee is responsible for reviewing and monitoring the quality and procedures of the Group’s financial reporting; evaluating whether the Company’s internal control regimes are sound and effective; appointing the independent auditors, coordinating their work and reviewing the efficiency and quality of their work; and reviewing all written reports furnished by internal audit officers as well as the management’s feedback to such reports.

The Remuneration Committee was established in November 2001. It comprises mainly Independent Directors. It is responsible for studying and examining the Company’s remuneration policies and incentive regimes, devising the appraisal standards for the Company’s Directors and senior management, and conducting appraisals thereof.

The Nomination Committee was established in November 2001. It comprises mainly Independent Directors. It is responsible for examining or devising the Company’s human resources development strategies and planning; and conducting studies and making proposals in respect of nominees, nomination criteria and nomination procedures for the Company’s Directors and senior management.

The Risk Management Committee was established in August 2004. Currently, it is mainly responsible for improving and enhancing the Company’s procedures and systems for managing its investment activities, and providing support to the Company’s business decision-making and operations by performing risk analysis and controls in relation to individual investment projects.

The Supervisory Committee is accountable to the shareholders’ general meetings and independently exercises its supervising authority upon the Company in a lawful manner, to prevent the legal rights and interests of the shareholders, the Company and its staff from being infringed. Its main duties include examining the financial situation of the Company, supervising the Company’s decisions and their implementation on material operational activities and connected transactions, supervising the acts of the Directors and senior management discharging their duties to ensure its lawfulness and compliance.