Corporate Governance

Memorandum And Articles Of Association

Procedure to Propose Director

Board Committees
Audit committee	Terms of Reference
Remuneration committee	Terms of Reference
Nomination committee	Terms of Reference
Risk management committee	Terms of Reference
Strategy and Investment Committee	Terms of Reference

Audit committee

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The primary duties of the audit committee of our Company are mainly to make recommendations to our Board on the appointment and dismissal of the external auditor, review the financial statements and material and provide advice in respect of financial reporting and oversee the internal control procedures of our Company. INED@prosperch.com set up by the company as a channel for confidential reporting to the audit committee.

Remuneration committee

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The primary functions of the remuneration committee of our Company are to make recommendations to our Board on the overall remuneration policy and the structure relating to all Directors and senior management of our Group, review performance-based remuneration and ensure none of our Directors determine their own remuneration.

Nomination committee

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The primary functions of the nomination committee of our Company are to review the structure, size and composition (including the skills, knowledge and experiences) of our Board at least annually and make recommendations to our Board on any proposed changes to our Board to complement our Company’s corporate strategy; identify individuals suitably qualified as potential board members and select or make recommendations to our Board on the selection of individuals nominated for directorships; to assess the independence of INEDs; and make recommendations to our Board on the appointment or re-appointment of Directors and succession planning of Directors, in particular that of our chairman and the chief executive officer.

Risk management committee

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The primary duties of our risk management committee are to advise our Board on risk-related issues; to oversee risk management framework to identify and deal with the risks faced by our Company such as business and financial risks; to review risk reports and breaches of risk policies; and to review the effectiveness of our Company’s risk control/mitigation tools.

Strategy and Investment Committee

The duties of the committee are to review, evaluate and make recommendations to the Board on the Company development plan and strategies, on key proposals of investment (including mergers and acquisitions, joint venture and equity investments) and financing projects for business development purpose, and on other significant investment matters; to determine whether the proposed investment project is in the interests of the Company and its shareholders as a whole; and to review and evaluate the Company’s risk exposure from its investment projects as a whole.

List of Directors and their Roles and Functions

Board committee	Chairman	Member
Audit Committee	Mr. Cheung Chi Man Dennis	Mr. Wang Yaping Mr. Cheng Xuezhan Ms. Chen Yan
Remuneration Committee	Mr. Wang Yaping	Mr. Jiang Hongchang Mr. Yang Honghai Mr. Ni Chuchen Mr. Cheung Chi Man Dennis Mr. Cheng Xuezhan Ms. Chen Yan
Nomination Committee	Mr. Jiang Hongchang	Mr. Yang Honghai Mr. Ni Chuchen Mr. Cheung Chi Man Dennis Mr. Wang Yaping Mr. Cheng Xuezhan Ms. Chen Yan
Risk Management Committee	Mr. Jiang Hongchang	Mr. Yang Honghai Mr. Du Jianzhi Mr. Cheung Chi Man Dennis Mr. Wang Yaping Mr. Cheng Xuezhan Ms. Chen Yan
Strategy and Investment Committee	Mr. Jiang Hongchang	Mr. Yang Honghai Mr. Ni Chuchen Mr. Cheung Chi Man Dennis Mr. Wang Yaping Mr. Cheng Xuezhan Ms. Chen Yan