Audit Committee

Terms of reference of the Audit Committee

Constitution

1.	The board of directors ("Board") of the Company hereby resolves to establish a committee of the Board to be known as the  Audit Committee ("Audit Committee").

Membership

2.	The Audit Committee shall consist of Mr Tian He Nian, Zhao Zhi Ming and Mr To Yan Ming Edmond. A quorum shall be two members.
3.	The Chairman of the Audit Committee shall be Mr To Yan Ming Edmond.

Attendance at meetings

4.	The Finance Director, the Head of Internal Audit, and a representative of the external auditors shall normally attend meetings. Other Board members shall also have the right of attendance. However, at least once a year the Audit Committee shall meet with the external auditors without executive Board members present.
5.	Mr Tian He Nian shall be the secretary of the Audit Committee.

Frequency of meetings

6. Meetings shall be held not less than four times a year. The external auditors may request a meeting if they consider that one is necessary.

Authority

7.	The Audit Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Audit Committee.
8.	The Audit Committee is authorised by the Board to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.

Duties

9.

The duties of the Audit Committee shall be: a. to consider the appointment of the external auditor, the audit fee and any questions of resignation or dismissal; b. to discuss with the external auditor before the audit commences, the nature and scope of the audit, and ensure co-ordination where more than one audit firm is involved; c. to review the quarterly, half-year and annual financial statements before submission to the Board, focusing particularly on: any changes in accounting policies and practices; major judgemental areas; significant adjustments resulting from the audit; the going concern assumption; compliance with accounting standards; and compliance with stock exchange and legal requirements. d. to discuss problems and reservations arising from the interim and final audits, and any matters the auditor may wish to discuss (in the absence of management where necessary); e. to review the external auditor's management letter and management's response; f. to review the Company's statement on internal control systems, where one is included in the annual report, prior to endorsement by the Board; g. (where an internal audit function exists) to review the internal audit programme, ensure co-ordination between the internal and external auditors, and ensure that the internal audit function is adequately resourced and has appropriate standing with the Company; h. to consider the major findings of internal investigations and management's response; and i. to consider other topics, as defined by the Board.

Remuneration Committee

Terms of Reference for Remuneration Committee

Membership

1.	The Board has resolved to establish a committee of the Board to be known as the Remuneration Committee.

2.	The Remuneration Committee shall be appointed by the Board from amongst the Directors of the Company and shall consist of not less than three members, a majority of whom should be independent. Currently, the Remuneration Committee has three members comprising Mr Chan Ting, Mr Zhao Zhi Ming and Mr To Yan Ming Edmond. A quorum shall be a majority of members.
3.	The chair of the Remuneration Committee shall be appointed by the Board and is currently Mr Chan Ting.

Attendance at meetings

4.	The Finance Director, the Head of Internal Audit, and a representative of the external auditors shall normally attend meetings. Other Board members shall also have the right of attendance. However, at least once a year the Audit Committee shall meet with the external auditors without executive Board members present.
5.	Mr Tian He Nian shall be the secretary of the Audit Committee.

Frequency of meetings

6.	Meetings shall be held at least once a year to consider and review the remuneration policies of the Company and make recommendations to the Board or as requested by the Director responsible for the human resources function ("Responsible Director").

Authority

7.	The Remuneration Committee should consult the Chairman and/or Chief Executive Officer in making their recommendations relating to remuneration of other executive Directors.
8.	The Remuneration Committee is and may, from time to time, seek advice from special personnel consulting groups so as to ensure that the Board remains informed of market trends and practices.

Duties

9.	The duties of the Remuneration Committee shall be: a. to make recommendations to the Board on the Company's policy and structure of remuneration of Directors, corporate management (ie. senior management of the Company) and operating management (ie. senior management of the Company's business units) and on the establishment of a formal and transparent procedure for developing policy on such remuneration; b. to determine the specific remuneration packages of all executive Directors, corporate management and operating management, including benefits in kind, pension rights and compensation payments, including any compensation payable for loss or termination of their office or appointment, and make recommendations to the Board of the remuneration of non-executive Directors; c. to review and approve performance-based remuneration by reference to corporate goals and objectives resolved by the Board from time to time; d. to review and approve the compensation payable to executive Directors, corporate management and operating 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; e. to review and approve compensation arrangements relating to dismissal or removal of Directors for misconduct to ensure that such arrangements are determined in accordance with relevant contractual terms and that any compensation payment is otherwise reasonable and appropriate; f. to ensure that no director or any of his associates (as defined in the GEM Listing Rules) is involved in deciding his own remuneration; and g. with respect to any service contracts of Directors that require shareholders' approval under Rule 17.90 of the GEM Listing Rules, to advise shareholders as to whether the terms are fair and reasonable, whether such contracts are in the interests of the Company and its shareholders as a whole, and as to how to vote.
10.	In determining any specific package, the Remuneration Committee shall take into account factors such as salaries paid by comparable companies, time commitment, responsibilities of directors, employment conditions elsewhere in the group and whether any part of the remuneration package should be performance-based.

Procedures

11.	The chair, in consultation with the Responsible Director and the secretary of the Remuneration Committee, should be primarily responsible for drawing up and approving the agenda for each Remuneration Committee meeting. The chair, with the assistance of the secretary, shall ensure that all members shall receive sufficient information in a timely manner to enable effective discussion at the Remuneration Committee meeting. The chair shall, with the assistance of the Responsible Director, brief all members on issues arising at each Remuneration Committee meeting. The secretary shall circulate the draft and final versions of the minutes of meetings and reports of the Remuneration Committee to all members for comments and records within a reasonable time after each meeting, subject to any legal or regulatory restrictions restricting such circulation or the making of such reports. The chair shall report in the forthcoming Regular Board Meeting any key decisions made and shall table before the Board an index of meetings and issues discussed.
12.	The secretary of the Remuneration Committee shall record minutes of all duly constituted meetings of the Remuneration Committee. All minutes shall record in sufficient details the matters considered, decisions reached or recommendations made and any concerns raised by any member including dissenting views.