# Remuneration Committee

The Company has established the Remuneration Committee on 6 June 2014 with written terms of reference in compliance with Rule 3.25 of the Listing Rules and paragraph B.1 of the Code on Corporate Governance Practices as set out in Appendix 14 to the Listing Rules. As at the date of this annual report, the Remuneration Committee consists of two independent non-executive Directors, namely Mr. Gong Jinjun (as Chairman) and Mr. Wang Ping, and one executive Director, namely Mr. Liu Daoqi (who replaced Mr. Feng Bin with effect from 17 March 2017). The primary duties of the Remuneration Committee are, inter alia, (1) to determine the remuneration policy of all Directors, to assess the performance of the Directors, to approve the terms of service contracts of the Directors, to review and approve the management’s remuneration proposals with reference to the Board’s corporate goals and objectives, to make recommendations to the Board on the remuneration packages of individual executive Directors and senior management, to make recommendations to the Board on the remuneration of the non-executive Director(s), (2) consider salaries paid by comparable companies, time commitment and responsibilities and employment conditions elsewhere in the group to review and approve compensation arrangements relating to dismissal or removal of Directors for misconduct to ensure they are consistent with relevant contractual terms and are otherwise reasonable and appropriate, (3) to review and approve compensation payable to executive Director and senior management for any loss or termination of office or appointment to ensure that it is consistent with contracted terms and is otherwise fair and not excessive, and (4) to ensure that no Director or any of his associates is involved in deciding his own remuneration.

During the year ended 31 December 2017, one meeting was held by the Remuneration Committee. The attendance record of each member of the Remuneration Committee is set out below:

<table><tr><td>Name of Director</td><td>Attendance
/Number of Remuneration Committee meeting(s)</td></tr><tr><td>Mr. Gong Jinjun</td><td>1/1</td></tr><tr><td>Mr. Wang Ping</td><td>1/1</td></tr><tr><td>Mr. Liu Daoiq (aidfhpponte as a member o te Remuneration 
Committee on 17 March 2017)</td><td>1/1</td></tr><tr><td>Mr. Feng Bin (resigned on 17 March 2017)</td><td>0/0</td></tr></table>

During the year ended 31 December 2017, the Remuneration Committee mainly performed works including reviewing and making recommendation to the Board regarding of the Directors’ remuneration for the year ending 31 December 2017 and the terms of service contracts for newly appointed directors.

There had been no disagreement between the Board and the Remuneration Committee during the year ended 31 December 2017.

# Nomination Committee

The Company has established the Nomination Committee on 6 June 2014 with written terms of reference in compliance with paragraph A.5 of the Code on Corporate Governance Practices as set out in Appendix 14 to the Listing Rules. As at the date of this annual report, the Nomination Committee consists of two independent non-executive Directors, namely Mr. Zeng Shiquan and Mr. Gong Jinjun, and one executive Director, Mr. Li Tie (as Chairman) (who replace Mr. Yang Yoong An with effect from 17 March 2017). The primary functions of the nomination committee are, inter alia, to review the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company’s corporate strategy, to identify individuals suitably qualified to become Board members and select or make recommendations to the Board on the selection of individuals nominated for directorships, to assess the independence of independent non-executive Directors, and to make recommendations to the Board on the appointment or re-appointment of Directors in particular the chairman and the chief executive officer and succession planning for Directors.

During the year ended 31 December 2017, one meeting was held by the Nomination Committee. The attendance record of each member of the Nomination Committee is set out below:

<table><tr><td>Name of Director</td><td>Attendance/
Number of Nomination Committee meeting(s)</td></tr><tr><td>Mr. Li Tie (appointed as chairman of the
Nomination Committee on 17 March 2017)</td><td>1/1</td></tr><tr><td>Mr. Zeng Shiquan</td><td>1/1</td></tr><tr><td>Mr. Gong Jinjun</td><td>1/1</td></tr><tr><td>Mr. Yang Yoong An (resigned as chairmen of the
Nomination Committee on 17 March 2017)</td><td>0/0</td></tr></table>

There had been no disagreement between the Board and the Nomination Committee during the year ended 31 December 2017. During the year ended 31 December 2017, the Nomination Committee mainly performed works including:

— identified suitable candidates for directorships and made recommendations to the Board;

— assessed the independence of independent non-executive Directors;

— made recommendations to the Board on the appointment or re-appointment of Directors; and

— reviewed and assessed the implementation of the diversity policy of the Company.

# Board Diversity Policy

The Company recognises and embraces the benefits of having a diverse Board to enhance the quality of its performance and hence the purpose of the Board Diversity Policy aims to build and maintain a Board with a diversity of directors, in terms of skills, experience, knowledge, expertise, culture, independence, age and gender. These differences will be taken into account in determining the optimum composition of the Board. The Nomination Committee will discuss the measurable objectives for implementing diversity on the Board from time to time and recommend them to the Board for adoption. The Nomination Committee will report annually on the composition of the Board under diversified perspectives, and monitor the implementation of this policy to ensure the effectiveness of this policy. It will also discuss any revisions that may be required, and recommend any such revisions to the Board for consideration and approval.