Operation Mechanism of the Board of Directors

The Board of Directors is composed of 12 directors, including 4 independent directors. It consists of the Strategy and Investment Committee, the Audit Committee, the Nomination Committee, and the Remuneration and Appraisal Committee. Independent directors occupy the majority of the Audit Committee, the Nomination Committee, and the Remuneration and Appraisal Committee, serving as Chairperson of the committees mentioned above.

Responsibilities of Committees of the Board

Key Responsibilities of the Strategy and Investment Committee

(1) To review the medium and long-term corporate development strategies and planning reports, and propose recommendations; (2) review the annual corporate investment plan, and propose recommendations; (3) review the investment projects submitted to the Shareholders Meeting and the Board of Directors, and propose recommendations; and (4) other matters mandated by the Board or stipulated by relevant laws and regulations.

Key Responsibilities of the Audit Committee

(1) To supervise and evaluate the work of external audit institutions, propose to hire or replace the institutions; (2) guide the internal audit assignments; (3) review the corporate financial information and disclosure; (4) coordinate the communication among senior executives, internal audit department, relevant departments and external audit institutions; (5) guide the corporate internal control, governance and compliance, and propose recommendations to the Board; (6) review major corporate related transactions; and (7) other matters mandated by the Board or stipulated by relevant laws and regulations.

Key Responsibilities of the Nomination Committee

(1) To propose recommendations to the Board on its structure, scale and composition on the basis of the corporate business operation, asset size and ownership structure; (2) review the selection criteria and procedures of directors and senior executives, and propose recommendations; (3) seek qualified candidates of directors and senior executives; (4) nominate and review candidates of directors in accordance with pertinent regulations; nominate and review candidates of General Manager and Secretary to the Board; review the candidates of Vice General Manager, Chief Financial Officer and senior executives proposed by the General Manager, and propose recommendations; and (5) other matters mandated by the Board or stipulated by relevant laws and regulations.

Key Responsibilities of the Remuneration and Appraisal Committee

(1) To draw up policies and plans for the remuneration of directors and senior executives (including but not limited to cash remuneration) in line with the scope, responsibilities, importance of positions and with reference to the remuneration of peer industry positions; (2) formulate compensation plans for the dismissal or removal of directors and senior executives due to misconduct; (3) work out appraisal criteria and plans for the performance appraisal of responsibilities of directors and senior executives on account of the corporate business objectives; (4) supervise the corporate remuneration system, including the execution of stock ownership incentives; and (5) other matters mandated by the Board or stipulated by relevant laws and regulations.