Board Committees

We have established five Board committees, namely the Strategy Committee, the Remuneration and Appraisal Committee, the Nomination Committee, the Audit Committee and the Connected Transaction Committee.

Strategy Committee

The Strategy Committee consists of five Directors, namely Mr. Zhang Zhiyong, Mr. Gao Tongqing, Mr. Tang Yongbo, Mr. Liu Guiqing and Mr. Fang Xiaobing. Mr. Zhang Zhiyong currently serves as the chairman of the committee.

The main responsibilities of the Strategy Committee include:

studying and making recommendations on the mid-to-long-term development strategy plan, operating objectives and development guidelines of the Company;
studying and making recommendations on the operating strategies of the Company, including but not limited to product strategy, marketing strategy, research and development strategy and talent strategy;
studying and making recommendations on material strategic investments and financing proposals of the Company; and
other matters authorized by the Board or required under the relevant laws and regulations.

Remuneration and Appraisal Committee

The Remuneration and Appraisal Committee consists of four Directors, namely Mr. Dong Chunbo, Mr. Tang Yongbo, Mr. Hu Zhanghong and Mr. Sin Hendrick. Mr. Dong Chunbo currently serves as the chairman of the committee.

The main responsibilities of the Remuneration and Appraisal Committee include:

making recommendations to the Board on the formulation procedure of the remuneration policy;
formulating remuneration proposal, plan or structure, and making recommendations to the Board;
examining the performance of the Directors and senior management members of the Company and performing annual performance appraisals over them;
reviewing and supervising the implementation of the remuneration system of the Company and approving the remuneration recommendation of the management;
determining the remuneration packages of all the executive Directors and senior management members;
making recommendations to the Board on the remuneration of the non-executive Directors (including independent non-executive Directors); and
other matters authorized by the Board or required under the relevant laws and regulations.

Nomination Committee

The Nomination Committee consists of six Directors, namely Mr. Zhang Zhiyong, Mr. Gao Chunlei, Mr. Gao Tongqing, Mr. Dong Chunbo, Mr. Hu Zhanghong and Mr. Sin Hendrick. Mr. Zhang Zhiyong currently serves as the chairman of the committee.

The main responsibilities of the Nomination Committee include:

reviewing the scale, structure, size and composition of the Board (including skill, knowledge and experience);
studying the selection criteria and procedure of the Directors and senior management members and making recommendations to the Board;
comprehensively identifying qualified candidates for the Directors and senior management members, and selecting and nominating the relevant person to become the Director or making recommendations to the Board;
examining the other senior management members who shall be proposed to the Board for appointment, and making recommendations to the Board; and
other matters authorized by the Board or required under the relevant laws and regulations.

Audit Committee

The Audit Committee consists of four Directors, namely Mr. Liu Guiqing, Mr. Dong Chunbo, Mr. Hu Zhanghong and Mr. Sin Hendrick. currently serves as the chairman of the committee.

The main responsibilities of the Audit Committee include:

proposing engagement or replacement of the external audit firm;
reviewing the financial information of the Company;
monitoring the financial reporting system, risk management and internal control system of the Company; and
other matters authorized by the Board or required under the relevant laws and regulations.

Connected Transaction Committee

The Connected Transaction Committee consists of five Directors, namely Mr. Hu Zhanghong, Mr. Gao Chunlei, Mr. Fang Xiaobing, Mr. Dong Chunbo and Mr. Sin Hendrick. Mr. Hu Zhanghong currently serves as the chairman of the committee.

The main responsibilities of the Connected Transaction Committee include:

collecting and administrating the information of the connected persons;
managing and reviewing the connected transactions, and controlling the risks associated with connected transactions;
organising the annual review of the connected transactions;
reviewing the information and disclosures of connected persons and connected transactions;
formulating the regulations and management regulations in relation to the connected transactions of the Company;
proposing to the Board for approval after deliberation of the connected transactions; and
other matters authorized by the Board or required under the relevant laws and regulations.