Board of Directors The principal duties of the Board are to exercise management and decision-making authorities as conferred by the shareholders'general meeting in respect of corporate development strategies, management structures, investment and financing, planning, financial control and human resources and so forth.

    Audit Committee: The Audit Committee was established in August 1999, with its terms of reference drawn from proposals set forth in "A Guide for EffectiveAudit Committees" issued by the Hong Kong Institute of Certified Public Accountants, the Code and the Corporate Governance Standardsfor Listed Companies in China issued by the CSRC. The Audit Committee is principally responsible for reviewing and monitoring thequality and procedures of the Group's financial reporting; evaluating whether the Company's internal control regimes are sound andeffective; the appointment of independent auditors, work coordination and reviewing the efficiency and quality of their work; and reviewingall written reports furnished by internal audit officers as well as management's feedback to such reports.

    Strategic Development and Investment Committee("SDIC"): Established in November 2001, SDIC is principally responsible for examining and reviewing the directions of the Company's strategicplans, formulating strategic planning, monitoring the implementation of strategies and facilitating adjustments to the Company's strategiesand governance structure on a timely basis.

    Remuneration Committee: Established in November 2001 as the Human Resources and Remuneration Committee and subsequently renamed as the Human Resourcesand Nomination Committee (collectively referred to as "HRNC") in January 2003, HRNC is responsible for the remunerations of andnominations to the Board. Its principal duties include: examining and devising the Company's human resources development strategiesand planning; examining and reviewing the Company's human resources policies, remuneration policies and incentive regimes; andmaking proposals in respect of appraisals, appointments/removals and nominations of Directors and members of the senior management.
Pursuant to a resolution of the Board, HRNC was split into the Remuneration Committee and the Nomination Committee in June 2005 toperform their respective duties. The Remuneration Committee is principally responsible for studying and examining the Company'sremuneration policies and incentive regimes, devising the appraisal standards for the Company's Directors and members of senior management and conducting appraisals thereof.

    Nomination Committee: As discussed above, HRNC was split into the Remuneration Committee and the Nomination Committee in June 2005. The Nomination Committee is principally responsible for examining and devising the Company's human resources development strategies and planning, and conducting studies and making proposals in respect of nominees, nomination criteria and nomination procedures for the Company's Directors and members of the senior management.

    Risk Management Committee("RMC"): Established in August 2004, currently the RMC is principally responsible for improving and enhancing the Company's procedures and systems for managing its investment activities and providing support to the Company's business decision making and operations by performing risk analysis and controls in relation to individual investment projects.