DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Transcription

1 DIRECTORS Our board currently consists of 10 directors, comprising 3 executive directors and 7 independent non-executive directors. The following table sets out the name, age and position of our directors as at the date of this prospectus. Name Age Position Mr. Vincent H.S. Lo 58 Chairman and Chief Executive Officer Mr. Wilfred Y.W. Wong 53 Vice Chairman and Chief Operating Officer Mr. William T. Addison 54 Managing Director and Chief Financial Officer Sir John R. H. Bond 65 Independent non-executive director The Honourable Chun Ying Leung 52 Independent non-executive director Dr. Edgar W.K. Cheng 62 Independent non-executive director Dr. William K.L. Fung 57 Independent non-executive director Professor Gary C. Biddle 54 Independent non-executive director Dr. Roger L. McCarthy 57 Independent non-executive director Mr. David J. Shaw 60 Independent non-executive director Executive directors Mr. Vincent Hong Sui LO, GBS, JP, aged 58, has served as our Chairman and Chief Executive Officer since the inception of our company in February He is also Chairman and Chief Executive Officer of the Shui On Group, which he founded in 1971, and Chairman of SOCAM. He is a member of The Tenth National Committee of the Chinese People s Political Consultative Conference, the Honorary Life President of the Business and Professionals Federation of Hong Kong, the President of the Shanghai-Hong Kong Council for the Promotion and Development of Yangtze, Vice Chairman of the All-China Federation of Industry and Commerce, an economic advisor of the Chongqing Municipal Government, Vice Chairman of the Chamber of International Commerce Shanghai, a court member of the Hong Kong University of Science and Technology, Director of Great Eagle Holdings Limited, Non-Executive Director of Hang Seng Bank Limited, and an Independent Non-Executive Director of China Telecom Corporation Limited. He was an Independent Non-Executive Director of New World China Land Limited from June 1999 to December He was awarded the Gold Bauhinia Star in 1998 and appointed Justice of the Peace in 1999 by the Government of Hong Kong. He was made an Honorary Citizen of Shanghai in He was named Businessman of the Year at the Hong Kong Business Awards in 2001 and won the Director of the Year Award in the category of Listed Company Executive Directors from the Hong Kong Institute of Directors in rd 165

2 During the three years preceding the date of this document, Mr. Lo has been a director on the boards of the following listed public companies: China Telecom Corporation Limited, Great Eagle Holdings Limited, Hang Seng Bank Limited, SOCAM and New World China Land Limited. Mr. Wilfred Ying Wai WONG, JP, aged 53, has served as our Vice Chairman and Chief Operating Officer since our inception in February Mr. Wong is also responsible for the sales and marketing functions of our Company s residential, office and retail properties. He was formerly Vice Chairman of SOCAM and Shui On Holdings Limited, having resigned as Vice Chairman of SOCAM and Shui On Holdings Limited and as an Executive Director of Shui On Company Limited on 1 June Mr. Wong has over 13 years of working experience in real estate development in China. He was previously Deputy Chief Executive of K.Wah International Limited, a Hong Kong-listed group engaged in real estate and hotel development in Hong Kong and the PRC. Before joining the Shui On Group, he was Managing Director of Henderson China Holdings Limited, which was engaged in real estate development in the PRC. He was a Non-Executive Director of CIG Yangtze Ports PLC from November 2003 to May He is currently a Deputy to The Tenth National People s Congress, Chairman of the HKSAR Social Welfare Advisory Committee, a board member of HKSAR Airport Authority, a board member of the Hong Kong Tourism Board, a member of HKSAR Commission on Strategic Development, a member of HKSAR Commission on Poverty, Chairman and a trustee of the Business and Professionals Federation of Hong Kong, Vice President of the Shanghai-Hong Kong Council for the Promotion and Development of Yangtze, Chairman of Hong Kong International Film Festival Society Limited and Deputy Chairman of the Court and Council of Hong Kong Baptist University. Mr. Wong graduated with a Bachelor of Social Science degree from the University of Hong Kong. He received a Diploma in Management from the Chinese University of Hong Kong and studied Post-graduate Administrative Development at Oxford University. Mr. Wong also holds a Master s degree in Public Administration from Harvard University. During the three years preceding the date of this document, Mr. Wong has been a director of CIG Yangtze Ports plc and SOCAM which are listed public companies. Mr. William Timothy ADDISON, aged 54, has served as our Director since April Upon Listing, he will be our Managing Director and Chief Financial Officer, and will also be in charge of all aspects relating to our legal and corporate finance affairs. Mr. Addison has extensive experience in all aspects of corporate finance in Asia with HSBC where he worked for over 21 years. He was a Director of HSBC Corporate Finance Limited from 1992 until he left HSBC in 2002, at which time he held the position of Chief Operating Officer, Corporate Finance of HSBC Markets (Asia) Limited. Mr. Addison has not been a director of any other listed public company during the three years preceding the date of this document. Independent non-executive directors Sir John Reginald Hartnell BOND, aged 65, has served as Independent Non-Executive Director of our Company since September He was previously the Group Chairman of HSBC Holdings Plc and was with HSBC from 1961 until May He is the Chairman of Vodafone Group Plc and a Non-Executive Director of Ford Motor Company. He is also the Co-Chairman of the Mayor of Shanghai s International Business Leaders Advisory Council. 166

3 During the three years preceding the date of this document, Sir John Bond has been a director of HSBC Holdings PLC, which is a listed public company. The Honourable Chun Ying LEUNG, GBS, JP, aged 52, has served as an Independent Non-Executive Director of our Company since May He is Chairman of DTZ Debenham Tie Leung Limited. Mr. Leung is the Convenor of the Executive Council of Hong Kong. He is also a member of the National Standing Committee of the Chinese People s Political Consultative Conference, a member of the Commission on Strategic Development, a member and Chairman of the Council, Lingnan University, a member of the Court of Lingnan University, a member of the Honours Committee, Chairman of the Professional Services Advisory Committee, Hong Kong Trade Development Council, a member of the Services Promotion Programme Committee, Hong Kong Trade Development Council, Chairman, Coalition of Professional Services and Chairman of One Country Two Systems Research Institute Ltd. Mr. Leung holds a Bachelor of Science degree in Valuation and Estate Management from Bristol Polytechnic, England. He is an Honorary Doctor of Business Administration, University of the West of England, an Honorary Doctor of Business Administration, Hong Kong Polytechnic University, a Fellow of the Royal Institution of Chartered Surveyors and a Fellow of the Hong Kong Institute of Surveyors. The Honourable CY Leung has not been a director of any other listed public company during the three years preceding the date of this document. Dr. Edgar Wai Kin CHENG, aged 62, has served as an Independent Non-Executive Director of our Company since September He has pursued several careers in the fields of medicine, public service and business and finance in the United States and Hong Kong over the past thirty-five years. A graduate from the University of Notre Dame and the Medical College of Wisconsin, USA, Dr. Cheng was Clinical Associate Professor of Medicine at Cornell University Medical College and practised medicine and conducted clinical research at the Memorial Sloan-Kettering Cancer Centre in New York. A former Chairman of the University Grants Commission in Hong Kong, and a member of the Education Commission, he is at present Chairman of the Council of the Chinese University of Hong Kong. Dr. Cheng is currently the Chairman of the World-Wide Investment Co. Ltd. and has been in other financial market positions such as Chairman of the Stock Exchange of Hong Kong, Vice-Chairman and Non-Executive Director of the Hang Seng Bank Ltd., Vice President of the International Federation of Stock Exchange, Founding Chairman of the Hong Kong Securities Institute, Member of the Board of Directors of the Hong Kong Futures Exchange Ltd., and Member of the Conference Board s Global Advisory Council. He is currently a member of the Board of Directors of the Hong Kong Institute for Monetary Research, a Non-Executive Director of Standard Chartered Bank (Hong Kong) Ltd, an Independent Non-Executive Director of CNOOC Limited and an Independent Non-executive Director of American International Assurance Co. Ltd. He is also an Independent Director of Goldman Sachs Guo Hua Securities Co. Ltd. Dr. Cheng served as the Head of the Central Policy Unit of the Government of Hong Kong Special Administrative Region from He is currently a member of the Commission on Strategic Development as well as the Vice-Chairman of the Council for Sustainable Development. He is also a member of the Greater Pearl River Delta Business Council and a member of the Judicial Officers Recommendation Commission. Dr. Cheng also plays an active role in Hong Kong-China affairs. He was appointed by the PRC Government as a Hong Kong Affairs Advisor ( ). He became a Member of the Preparatory Committee and also the Selection Committee for the Hong Kong Special Administrative Region of the National People s Congress ( ). At present, he is a member of The Tenth National Committee of the Chinese People s Political Consultative Conference. 167

4 During the three years preceding the date of this document, Dr. Cheng has been a director of the following listed public companies: Standard Chartered Bank (Hong Kong) Limited and CNOOC Limited. Dr. William Kwok Lun FUNG, JP, aged 57, has served as an Independent Non-Executive Director of our Company since May Dr. Fung is Group Managing Director of Li & Fung Limited and has held key positions in major trade associations. He was Chairman of the Hong Kong General Chamber of Commerce, Hong Kong Exporters Association and Hong Kong Committee for Pacific Economic Cooperation Council. Currently he is a member of the Trade Development Council and the Hong Kong Logistics Development Council. Dr. Fung graduated from Princeton University with a Bachelor of Science in Engineering and also holds an MBA degree from the Harvard Graduate School of Business. He was conferred an Honorary Doctorate of Business Administration by Hong Kong University of Science and Technology in Dr. Fung is also a non-executive director of HSBC Holdings plc., CLP Holdings Limited, VTech Holdings Limited, as well as other listed Li & Fung group companies including Convenience Retail Asia Limited and Integrated Distribution Services Group Ltd. During the three years preceding the date of this document, Dr. Fung has been a director of the following listed public companies: CLP Holdings Limited, Convenience Retail Asia Limited, HSBC Holdings PLC, Integrated Distribution Services Group Limited, Li & Fung Ltd., VTech Holdings Limited, Bank of Communications Co., Ltd. and CDC Corporation. Professor Gary Clark BIDDLE, aged 54, has served as an Independent Non-Executive Director of our Company since May Professor Biddle is Chair Professor, Department Head of Accounting, and Associate Dean of the School of Business and Management of Hong Kong University of Science and Technology ( HKUST ). He is also a Court Member of HKUST and served as Council Member from 2003 to Professor Biddle obtained his MBA and Ph.D. degrees from the University of Chicago. He served as professor at the University of Chicago and the University of Washington before joining HKUST in He is a member of the American Accounting Association, American Chamber of Commerce of Hong Kong, American Institute of Certified Public Accountants, Hong Kong Institute of Certified Public Accountants, Washington Society of Certified Public Accountants, and is past President and co-founding Council Member of the Hong Kong Academic Accounting Association. During the three years preceding the date of this document, Professor Biddle has been a director of Kingdee International Software Group Co., Ltd., which is a listed public company. Dr. Roger Lee McCARTHY, aged 57, has served as Independent Non-Executive Director of our Company since May Dr. McCarthy is Chairman Emeritus and Executive Director of Exponent, Inc., (NASDAQ symbol EXPO ). He is also Chairman of Exponent Science and Technology Consulting Co., Ltd. (Hangzhou) ( ), a wholly owned subsidiary of Exponent, Inc., which he founded in 2005 to expand Exponent Inc. s services to the PRC. Dr. McCarthy is Non-Executive Director of Failure Analysis B.V., which he incorporated in the Netherlands in 1991 to expand Exponent, Inc. s services to the European Union. Dr. McCarthy holds five academic degrees: an Arts Bachelor (A.B.) in Philosophy from the University of Michigan; a Bachelor of Science in Mechanical Engineering (B.S.E. M.E.) from the University of Michigan; an S.M. degree in Mechanical Engineering from the Massachusetts Institute of Technology ( MIT ); the professional 168

5 degree of Mechanical Engineer (Mech.E.) from MIT; and a Ph.D. in Mechanical Engineering from MIT. He graduated from the University of Michigan Phi Beta Kappa, summa cum laude, the Outstanding Undergraduate in Mechanical Engineering in He was a National Science Foundation Fellow. Dr. McCarthy is one of approximately 150 Mechanical Engineers elected to the US National Academy of Engineering. He currently serves on the External Advisory Boards of the Department of Mechanical Engineering at the University of Michigan and the Material Sciences Department at Stanford University. Dr. McCarthy has not been a director of any other listed public company during the three years preceding the date of this document. Mr. David John SHAW, aged 60, has served as an Independent Non-Executive Director of our Company since May Mr. Shaw is employed by the HSBC Group as Adviser to the Board of HSBC Holdings PLC, a London-based appointment which he took up in June Mr. Shaw is a solicitor, admitted in England and Wales and in Hong Kong. He was a partner of Norton Rose from 1973 until 1998 and during that period spent approximately 20 years working in Hong Kong. Mr Shaw obtained a law degree from Cambridge University. He is also a Non-Executive Director of certain companies within the HSBC Group, including HSBC Private Banking Holdings (Suisse) SA and The Bank of Bermuda Limited. Mr. Shaw has not been a director of any other listed public company during the three years preceding the date of this document. SENIOR MANAGEMENT Mr. Louis Hak Wood WONG, aged 55, is Managing Director responsible for project management. From November 2002 until May 2004, he was Managing Director of Shui On Properties Limited. He joined the Shui On Group in He resigned as a non-executive director of SOCAM and executive director of Shui On Company Limited on 1 June He is currently a member of the Chinese People s Political Consultative Conference Committee of Luwan District of Shanghai, Vice President of the Shanghai Real Estate Trade Association, Vice President of the Hong Kong Association for the Advancement of Real Estate and Construction Technology Ltd., a governing council member of the Construction Industry Institute of Hong Kong and a member of the Occupational Safety and Health Council in Hong Kong. He has also served as a member of the Construction Industry Training Authority, First Vice President of the Hong Kong Construction Association, a director of the Real Estate Developers Association of Hong Kong, a member of the Construction Advisory Board in Hong Kong, chairman of the Departmental Advisory Committee for the Department of Building and Construction of the City University of Hong Kong, a member of the Provisional Construction Industry Co-ordination Board, a member of the Corruption Prevention Advisory Committee of the Independent Commission Against Corruption and Honorary President of the Hong Kong Institution of Construction Engineers. He holds a Bachelor of Science degree in Civil Engineering from the University of Manchester and is a Fellow Member of the Institution of Civil Engineers and a member of the Hong Kong Institution of Engineers. 169

6 Mr. Shing Sun HUI, aged 50, is Director of Projects of our Company and is also an Executive Director of Shui On Development Limited. He is responsible for the overall management of projects in Shanghai. Mr. Hui joined the Shui On Group in 1982 and has over 20 years of working experience in project management. Mr. Hui holds a Bachelor of Science degree in Architectural Studies and Structural Design from the University of Aston, England. Mr. Maximus Kai Man LI, aged 48, is Director of Projects and is responsible for all aspects of our Chongqing Tiandi project. Mr. Li is also an Executive Director of Shui On Development Limited. Mr. Li joined the Shui On Group in He holds a Bachelor s degree in Social Sciences from the University of Hong Kong. Mr. Clement Ching Chi LAU, aged 57, is Director of Project Planning and Design. He is responsible for project planning and design of our Company s development projects. He joined our Company in August Prior to that, from 1994 he was Deputy Director of Wong Tung & Partners Ltd and Wong & Tung International Ltd. He is currently a Chartered Member of the Royal Institute of British Architects, a member of the Royal Australian Institute of Architects and a Fellow Member of the Hong Kong Institute of Architects. He is also a Registered Architect in Hong Kong and China. Mr. Lau holds degrees in Bachelor of Arts (Architectural Studies) and Bachelor of Architecture from the University of Hong Kong. Mr. Albert Kain Bon CHAN, aged 47, is Director of Planning and Development. He is currently responsible for the conceptualisation and master planning of our Company s new projects. He was previously responsible for the overall planning and design of the Shanghai Xintiandi development project. Mr. Chan joined Shui On Properties Limited in Prior to joining our Company, he was a Project Director at the Department of Design and Construction, New York City. Mr. Chan holds a Bachelor s degree in Architectural Design from the University of Minnesota, a Master s degree in Architecture from the University of California, Berkeley, and a Master s degree in Science in Architecture and Urban Design from Columbia University. He also holds an MBA, majoring in finance from New York University. He is a member of the American Institute of Architects, a member of the American Planning Association, a member of the Urban Land Institute and a Registered Architect of New York State. Mr. David Pit Kwong WONG, aged 51, is Chief Economist of our Company. His primary responsibilities include monitoring changes in economic trends and business environment, and provision of market intelligence and views to support our Company s investment in the PRC. He joined the Shui On Group in 1996 and has over 15 years of working experience researching the urban and regional economy in the PRC. His prior appointments include Assistant Chief Economist, Hong Kong Trade Development Council, Senior Consultant, Coopers & Lybrand, Corporate Research Manager, Fuji Bank, and Assistant Professor, Loyola College in Maryland. Mr. Wong is a trustee of Shui On Provident and Retirement Scheme, and a member of the Business and Professionals Federation of Hong Kong. Mr. Wong holds a Bachelor of Science (magna cum laude) degree from the University of Minnesota, Minneapolis and a Master of Arts degree in Economics from the University of California, Berkeley. 170

7 Mr. Charles Wing Ming CHAN, aged 50, is Director of Business Development of our Company and is responsible for identifying new sites and projects for development through acquisitions or joint ventures across the PRC. Mr. Chan joined the Shui On Group in January Prior to joining our Company Mr. Chan was Deputy Managing Director of Vision Century Corporation Limited (now known as Frasers Property (China) Limited), Executive Director of SunCorp Technologies Limited, Vice President of Citibank N.A. and Manager of PricewaterhouseCoopers. He is a Fellow of the Hong Kong Institute of Certified Public Accountants and an associate of the Institute of Chartered Accountants in Australia. Mr. Chan holds a Bachelor s degree in Economics from the University of Sydney. Mr. Eddie Kong Kheong HENG, aged 41, is Director of the Chairman s Office and his main responsibilities include working with the Chairman in strategy development and implementation as well as organisational development. He also works with the senior management in new business ideas development for the Group. Mr. Heng joined the Company in 2006 and has worked in management consulting with McKinsey & Co. in the USA. Mr. Heng holds an MBA from the International Institute for Management Development (IMD), Lausanne, Switzerland and Bachelor of Business Administration (Marketing and Finance) from the Universiti Kebangsaan Malaysia (the National University of Malaysia). Mr. Freddy Chun Kong LEE, aged 44, is Acting Director of Projects and is responsible for all aspects of our project in Wuhan. He joined the Shui On Group in 1986 and has over 15 years of working experience in construction management and four years of working experience in property development in the PRC. He is currently a member of the Royal Institution of Chartered Surveyors in the United Kingdom and a member of the Hong Kong Institute of Surveyors. Mr. Lee holds a Master s degree in construction management from the City University of Hong Kong and a Bachelor s degree in quantity surveying from Reading University, England. Mr. Ka Wah TANG, aged 46, is General Manager, Projects, and is responsible for the development of the Shanghai Taipingqiao Project. He joined the Shui On Group in 1985 and has over 20 years of working experience in the construction industry. He is a member of the Institution of Structural Engineers and a member of the Hong Kong Institution of Engineers. Mr. Tang is a Chartered Engineer. Mr. Tang holds a Bachelor s degree in Engineering from the University of Hong Kong and a Master s degree in Business Administration E-Commerce from the West Coast Institute of Management & Technology, West Australia. Mr. Eric Lai Soon GOH, aged 45, is General Manager, Projects of our Shanghai Rui Hong Xin Cheng Project. He joined our Company in He is a member of the Royal Institution of Chartered Surveyors in the United Kingdom and a member of the Singapore Institute of Surveyors and Valuers. He holds a Bachelor s degree in Science (Building) from the National University of Singapore and a Master s degree in Business Administration, with distinction, from the University of Bradford, England. 171

8 Mr. Stephen Chun Ki LI, aged 53, is General Manager, Projects and is responsible for the project management of our Chongqing Tiandi project. He joined the Shui On Group in 1985 and has over 28 years of experience in construction. Mr. Li is currently a member of The Hong Kong Institution of Engineers, a member of The Institution of Civil Engineers and a Chartered Engineer. Mr. Li holds a Bachelor s degree in Applied Science from the University of Toronto, Ontario, Canada. Mr. Raymond Ping HO, aged 56, is General Manager, Projects and is responsible for the project management of our Knowledge and Innovation Community project. He joined our Company in 2006 and has over 30 years of working experience in construction and project management. Mr. Ho is currently a Fellow of The Institution of Civil Engineers, a Fellow of The Hong Kong Institution of Engineers, a Fellow of The American Society of Civil Engineers and a Fellow of the Institution of Structural Engineers. He is also a Registered Structural Engineer in Hong Kong and the PRC. Mr. Ho holds a Bachelor of Science degree in Civil Engineering from University of Manchester and a Master s degree in Business Administration from The Chinese University of Hong Kong. Mr. Mike To HUNG, aged 37, is General Manager, Leasing of our Company. He joined our Company in Prior to joining our Company, Mr. Hung was the National Director and Head of the Retail Department of Jones Lang LaSalle in Shanghai for two years. Mr. Hung holds a Bachelor s degree of Science in Land Management from the Hong Kong Polytechnic University. Mr. James C.H. TAN, aged 35, has been General Manager, Corporate Finance and Development of our Company since July He was formerly Director, Corporate Finance and Advisory at HSBC Investment Bank, Asia Pacific. He has a decade of experience in equity capital markets, corporate finance, debt restructuring and mergers and acquisitions in Asia including China and Hong Kong. He graduated from the University of Cambridge with a First Class Honours degree in Law. He is a qualified English barrister and an advocate and solicitor in Singapore. Mr. Tan is a Chartered Financial Analyst. Mr. Frankie Kwok Fai LAI, aged 48, is Acting General Manager, QS & Procurement and is responsible for the overall monitoring and planning of the quantity surveying and procurement functions. Mr. Lai joined the Shui On Group in He is currently a member of The Royal Institution of Chartered Surveyors, The Hong Kong Institute of Surveyors, The Chartered Institute of Building and The Hong Kong Institution of Engineers. Mr. Lai holds a Master s degree in Construction Management from The University of New South Wales, a Master of Arts degree in Arbitration and Dispute Resolution from The City University of Hong Kong and a Bachelor s degree in Law from the University of Wolverhampton, England. Mr. Admond Wah Shing CHEUK, aged 57, is Deputy General Manager, Project Management and is responsible for all aspects of our Hangzhou Xihu Tiandi Project. He joined the Shui On Group in 2003 and has over 20 years of working experience in construction and project management. Before joining the Shui On Group, he worked for Henderson (China) Ltd., K Wah Management Service Limited, New World Development Company Limited, Hip Hing Construction Limited and Hsin Chong Construction Co. Ltd. 172

9 Mr. Alan Wai Keung TIN, aged 48, is Deputy General Manager, Human Resources of our Company. Mr. Tin joined the Shui On Group in 1989 and has over 20 years of working experience in human resources. He obtained a Diploma in Management Studies from the Hong Kong Polytechnic Institute. He holds a Master s degree in Business Administration and is a member of the Hong Kong Institute of Human Resources Management. QUALIFIED ACCOUNTANT Mr. Derek Wo Yin FENG, aged 44, is the Assistant General Manager, Finance, of our Company and is responsible for financial and treasury management. He joined our Company in 2005 and has over 21 years of experience in the auditing and financial management of large corporations. Mr. Feng is a member of the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants. He also obtained a Master s degree in business administration from the University of Hull, England. COMPANY SECRETARY Mr. Kim Lun UY, aged 43, is our General Counsel and Company Secretary. He joined our Company in 2005 and is responsible for the legal, company secretarial and compliance issues of our Company. Mr. Uy holds a Bachelor s degree, with honours, in Laws and a Postgraduate Certificate in Laws from the University of Hong Kong. He was admitted as a solicitor in Hong Kong in 1991 and in England and Wales in He has over 14 years of post-qualification experience and has worked in the legal departments of different blue-chip companies in Hong Kong before joining our Company. COMPLIANCE ADVISER We will appoint Deutsche Bank A.G., Hong Kong Branch, The Hongkong and Shanghai Banking Corporation Limited and J.P. Morgan Securities (Asia Pacific) Ltd., as compliance advisers as from the Listing Date and until we distribute our first annual report or summary financial report under the Listing Rules. The compliance advisers shall exercise all due care and skill in the performance of their duties under the compliance advisers agreement. The liability of each compliance adviser shall be several and not joint and several. For further details of the material terms of the appointment of the compliance advisers see Appendix IX Statutory and General Information Compliance Advisers. BOARD COMMITTEES Audit Committee We established an audit committee in June The audit committee was re-constituted in May 2006 with written terms of reference in compliance with Rule 3.21 of the Listing Rules and the Code on Corporate Governance Practices set out in Appendix 14 to the Listing Rules. The audit committee comprises 3 members, namely Professor Gary Biddle, Dr. Edgar Cheng and Dr. Roger McCarthy, who are independent non-executive directors. The chairman of the audit committee is Professor Gary Biddle. The primary duties of the audit committee are to review and supervise the financial reporting process and internal control system of the Company and nominate and monitor external auditors. 173

10 Remuneration Committee We established a remuneration committee in June The remuneration committee was re-constituted in May 2006 with written terms of reference in compliance with the Code on Corporate Governance Practices set out in Appendix 14 to the Listing Rules. The remuneration committee comprises 3 members, namely Dr. William Fung, Mr. Vincent H.S. Lo and Professor Gary Biddle. Dr. William Fung and Professor Gary Biddle are independent non-executive directors. The chairman of the remuneration committee is Dr. William Fung. The primary duties of the remuneration committee are to evaluate the performance and make recommendations on the remuneration package of our directors and senior management and evaluate and make recommendations on employee benefit arrangements. EMPLOYEES We had 1,019 employees as at the Latest Practicable Date. The following table sets out the number and location of our employees categorised by function as at that date. PRC Hong Kong Management Project and quality assurance Sales and marketing Planning and development Research and strategic planning Quantity survey and procurement Operations Food and beverage Corporate service Total... 1, Employee Benefits We provide our employees with salaries and discretionary bonuses, as well as employee benefits, including retirement schemes, medical insurance schemes and housing benefits to qualified employees. We intend to introduce a share option scheme for our employees. After Listing, our directors will consider proposals relating to the establishment of such a scheme submitted by the senior management members of the Company before determining the terms and conditions for such scheme. Any such scheme will be compliant with the Listing Rules and will be subject to the approval of our Shareholders. Our employees located in the Chinese Mainland are covered by the retirement schemes defined by PRC local practice and regulations, which are essentially defined contribution schemes. The PRC Government is directly responsible for the payment of the benefits to these employees. 174

11 In Hong Kong, we participate in both a defined benefit plan which is registered under the Occupational Retirement Schemes Ordinance and a mandatory provident fund scheme established under the Mandatory Provident Fund Schemes Ordinance. Certain of our employees in Hong Kong and China have joined one or other of these retirement schemes. Contributions to the defined benefit plan are made by the employees at 5% of our employees salary and by us which are based on the recommendations made by the actuary of the plan. The current employer contribution rate ranges from 5% to 10% of the employees salary. Contributions to the mandatory provident fund scheme are made by the employees at 5% of their relevant income and by us at rates ranging from 5% to 10% of the employees salaries, depending on the employees length of services with the relevant company. Training and Development We provide a wide range of internal and external training programmes for our employees. These include language training, management skills and technical training, accounting and auditing training, project management training and sales training. Overseas management and executive programmes at internationally-renowned business schools are also arranged for staff that we believe demonstrate high potential. We also have a management trainee programme for recent graduates as preparation for management positions and a management cadet programme for employees who have demonstrated general management potential. To cultivate promising graduates and help them become the backbone of our management team, we have designed a three year management trainee training programme. The programme includes personal development, management skills training and job rotation. Trainees are also assigned special projects designed to allow them to understand the operation of other departments. In addition, each trainee is assigned a senior manager as a mentor, who will provide the trainee with guidance and counsel on his or her career development. Trainees who have successfully completed the programme will be assigned to a junior management position with our Company. As at 31 March 2006, we had 38 management trainees in the programme. Eighteen of these trainees have successfully completed the programme and are currently assuming managerial positions. There is another talent development programme, the management cadet programme, which is a fast track development programme for high potential staff to eventually take up core management positions in our Company in an accelerated time frame. The management cadet programme is open to all internal staff who have at least two years working experience and have demonstrated potential for development. A rigorous, fair and transparent selection process including multiple tests is used to select the best candidates. Top management and an external consultant are the principal assessors. Successful candidates are posted to challenging job assignments and/or corporate service departments to gain breadth and depth of understanding of our operations and business. The cadets are mentored by top management including the Chairman, Vice Chairman and Managing Directors. The cadets are given exposure and learning opportunities through special assignments, high level meetings and contacts, knowledge and experience sharing sessions, internal and external workshops, overseas programmes and visits. As at 31 March 2006, we had eight management cadets. 175

12 In addition to our formal training, we also organise social events and team building activities for our employees. Relationship with our Employees We maintain good working relations with our employees. We have not suffered from any material disruption of our normal business operations as a result of any labour dispute, strike or employee dispute. Our employees are not party to any collective bargaining agreements or represented by any labour unions. COMPENSATION OF DIRECTORS AND SENIOR MANAGEMENT The aggregate amount of compensation (including fees, salaries, housing allowances, other allowances and benefits in kind) paid and granted by us to our directors for the three years ended 31 December 2005 and the three months ended 31 March 2006 were approximately nil, RMB15.4 million, RMB22.7 million and RMB3.6 million, respectively. The aggregate amount of contributions to provident funds and bonuses paid to our directors for each of the three years ended 31 December 2005 and the three months ended 31 March 2006 were approximately nil, RMB 9.6 million, RMB11.1 million and RMB0.2 million respectively. Since 31 March 2006, and in anticipation of the Listing of our Company, our board structure has changed. Dr. William Fung, Professor Gary Biddle, Dr. Roger McCarthy, Mr. David Shaw and The Honourable Chun Ying Leung were appointed as independent non-executive directors on 29 May 2006 and Sir John Bond and Dr. Edgar Cheng were appointed as independent non-executive directors on 7 September As at 31 March 2006, we had 17 directors, of whom 5 were executive directors and 12 were non-executive directors. Our board now comprises 10 directors, of whom 3 are executive directors and 7 are independent non-executive directors. The compensation paid to our directors for the three years ended 31 December 2005 and the three months ended 31 March 2006 therefore includes payments to individuals who are no longer serving as our directors. During the three years ended 31 December 2005 and the three months ended 31 March 2006 and other than as set out below: No remuneration was paid by us to or receivable by our directors as an inducement to join or upon joining us. No compensation was paid by us to or receivable by our directors or past directors for the loss of office as a director or for loss of any other office in connection with the management of our affairs. None of our directors waived any emoluments. 176

13 The remuneration of members of our senior management team is determined by the remuneration committee of our board and is reviewed on an annual basis taking into consideration performance criteria such as achieving revenue and net profit targets. The five highest paid individuals of our Company include 2 directors for the year ended 31 December 2004, 3 directors for the year ended 31 December 2005 and 3 directors for the three months ended 31 March 2006, whose aggregate compensation has been included in the aggregate compensation of our directors above. Excluding the compensation of such directors, the aggregate amount of fees, salaries, housing allowances, contribution to retirement benefits plans, bonuses paid or receivable, and other allowances and benefits in cash or in kind paid by us to the five highest paid employees during the three years ended 31 December 2005 and the three months ended 31 March 2006 were approximately RMB 5.6 million, RMB 21.7 million, RMB 26.6 million and RMB5.3 million respectively. No compensation was paid by us to or receivable by such employees for the three years ended 31 December 2005 and the three months ended 31 March 2006 for loss of office in connection with the management of our affairs, or as an inducement to join or upon joining us. Save as disclosed above, no other payments have been paid or are payable by us or any of our subsidiaries to our directors, in respect of the three years ended 31 December 2005 and the three months ended 31 March It is estimated that an aggregate of approximately RMB17.7 million, including benefits and contributions, but excluding discretionary bonus, will be paid by us to our directors as remuneration in respect of the year ending 31 December 2006, according to the present arrangements. 177