The board of directors (the “Board”) consists of twelve directors, two as executive director, five as non-executive directors and the remaining five as independent non-executive directors. Directors will be elected at general meeting of the Company for a term of three years and can be re-elected and re-appointed. The functions and the duties of the Board include: convening general meetings and reporting its work in general meetings, executing the resolutions of general meetings, determining the Company’s operation plans and investment plans, preparing the Company’s annual budget and final accounts, making proposals to the Company on distribution of profit and compensation for loss, making proposals to the Company on increase or reduction of share capital and issue of the Company’s bond; contemplating proposals of consolidation, split and dissolution; determining the internal management structure; appointing or dismissing the president, and based on the nomination of the president, appointing or dismissing the vice president and other senior management (including the chief financial officer) and determining their remuneration; formulating the basic management policies of the Company, the amendment of the Articles of Association as well as exercising other powers, functions and duties as conferred by the Articles of Association.
All independent non-executive directors of the Company are independent of the Company and its management shareholders.