The functions and powers of the Board include, among other things:

Transcription

1 GENERAL According to our Articles of Association, our Board shall comprise nine members, of whom at least one-third shall be independent. Our Board currently consists of nine Directors, including one non-executive Director and five independent non-executive Directors. Our Directors are elected at a meeting of the shareholders of our Company for a term of three years, renewable upon re-election and re-appointment. The functions and powers of the Board include, among other things: ( convening shareholders meetings and reporting its work to shareholders at such meetings; ( implementing shareholders resolutions; ( making decisions on our business strategies, business plans and material investment plans; ( formulating proposed annual financial budgets and final accounts; ( formulating profit distribution plans and if applicable, plans for making up losses previously incurred; ( formulating plans relating to the increase or reduction of our Company s registered capital, the issuance of corporate bonds or other securities and where applicable, the listing of such securities; ( deciding on the organization of our internal management; and ( exercising any other powers conferred by shareholders meetings or under the Articles of Association. In accordance with the PRC Company Law, we have established the Supervisory Committee that is responsible for monitoring our financial matters and for supervising the actions of the Board and our senior management. The Supervisory Committee currently consists of five members, with one member acting as the chairman. Four members of the Supervisory Committee are representatives elected by our employees, and the remaining member is elected at a meeting of the shareholders of our Company. Pursuant to the Articles of Association, Directors, the President of our Company or members of the senior management of our Company cannot serve as Supervisors. The term of office for Supervisors is three years, renewable upon re-election and re-appointment. The functions and powers of the Supervisory Committee include, among other things: ( supervising the performance of Company duties by the Board and senior management personnel; ( inspecting and supervising our financial activities; and ( proposing the convening of extraordinary meetings of shareholders of our Company and where applicable or appropriate, putting forth proposals for shareholders consideration at such meetings. 147

2 The table below sets forth information regarding our Directors: Name Age Position SHI Dahua 56 Chairman of the Board and Executive Director LI Changjin 49 Executive Director and President BAI Zhongren 47 Executive Director and Vice-president WANG Qiuming 55 Non-executive Director HE Gong 64 Independent Non-executive Director ZHANG Qinglin 64 Independent Non-executive Director GONG Huazhang 61 Independent Non-executive Director WANG Taiwen 61 Independent Non-executive Director SUN Patrick 48 Independent Non-executive Director A1A-41(1),(3),(4),(5) 3rd Sch.-6 Mr. SHI Dahua, 56, Chairman, Executive Director and Secretary to the Communist Party Committee of our Company. Mr. Shi is also an alternate member of the 16 th and 17 th Central Committee of the Chinese Communist Party, director of the Transportation Professionals Co-operation Committee of the Consultant Council for the Promotion of Economic & Technology Cooperation of China-Spain Forum and deputy director of the Steering Committee of the National Construction Enterprise Career Manager Certification and Construction Enterprises Qualifications Administration and Research. Mr. Shi has extensive industry knowledge and vast operation and management experience, having held various senior management positions in state-owned construction conglomerates. Mr. Shi joined our Company in December Prior to joining our Company, Mr. Shi was deputy secretary to the communist party committee of China Railway Construction Corporation from December 1995 to December From December 1997 to October 1998, Mr. Shi was deputy secretary to the party committee of CRECG. From November 1998 to September 2007, Mr. Shi was secretary to the communist party committee of CRECG. From December 2002 to September 2006, Mr. Shi was the deputy general manager of CRECG. Mr. Shi continues to serve as chairman of CRECG (since September 2006). Mr. Shi has been Chairman and Executive Director of our Company since September Mr. Shi graduated from Southwest Jiaotong University, PRC in July 1987 majoring in engineering management and completed a part-time postgraduate course in economics from the Central Communist Party School, PRC in January Mr. Shi was recognized as a senior economist by the Ministry of Personnel in Mr. LI Changjin, 49, Executive Director and President of our Company. Mr. Li joined our Company in February Mr Li has extensive knowledge and vast operation and management experience in the industries in which our Company operates. He was vice-president of The Fourth Survey and Design Institute of the MOR from January 1995 to December 1995, deputy director and senior engineer of The Second Engineering Bureau of the MOR (the predecessor of China Railway NO.2 Engineering Group Co., Ltd.) from January 1996 to July 1998, and vice-chairman, general manager, chairman and secretary to the communist party committee of China Railway NO.2 Engineering Group Co., Ltd. from May 1998 to July From July 2002 to September 2006, he was deputy general manager of CRECG. From September 2006 to September 2007, he was general manager and deputy secretary to the communist party committee of CRECG. Mr. Li continues to serve as director of CRECG (since September 2006) and secretary to the communist party committee of CRECG (since September 2007). Mr. Li has been Executive Director, President and Deputy Secretary to the Communist Party Committee of our Company. Mr. Li graduated from Changsha Railway Institute, PRC in January 1982 majoring in railway 148

3 engineering, and obtained a master s degree in communication and transportation engineering from Southwest Jiaotong University, PRC in January Mr. Li was recognized as a professor-level senior engineer by the Ministry of Personnel in Mr. BAI Zhongren, 47, Executive Director, Vice-President and Chief Economist of our Company. Mr. Bai has also served as chairman of China Railway Construction Group (CRCG) Co., Ltd., one of our direct subsidiaries, since November Mr. Bai joined our Company in July Mr. Bai has extensive operation and management experience in the industries in which our Company operates. Mr. Bai was deputy director of The First Engineering Bureau of the MOR (the predecessor of China Railway NO.1 Engineering Group Co., Ltd.), and deputy general manager and director of China Railway NO.1 Engineering Group Co., Ltd. from December 1995 to March From March 2001 to September 2007, Mr. Bai was deputy general manager of CRECG and also served as chief economist of CRECG from October 2001 to September Mr. Bai has been Executive Director, Vice-President and Chief Economist of our Company since September Mr. Bai graduated from Lanzhou Railway Institute, PRC in July 1983 majoring in railway engineering and obtained a master s degree in construction and civil engineering from Southwest Jiaotong University, PRC in Mr. Bai was recognized as a professor-level senior engineer by the Ministry of Personnel in Mr. WANG Qiuming, 55, Non-executive Director, Deputy Secretary to the Communist Party Committee and Secretary to the Disciplinary Committee of our Company. Mr. Wang has also served as chairman of China Railway NO.3 Engineering Group Co., Ltd., one of our direct subsidiaries since April Mr. Wang joined our Company in July He has carried out extensive research in administrative performance assessment and corporate leadership development. From November 1989 to September 2006, Mr. Wang was deputy director and then director of the cadre department of CRECG and also served as deputy chief economist of CRECG from June 2004 to September From September 2006 to August 2007, Mr. Wang was deputy secretary to the communist party committee and the secretary to the disciplinary committee of CRECG. Mr. Wang has been Non-executive Director, Deputy Secretary to the Communist Party Committee and Secretary to the Disciplinary Committee of our Company since September Mr. Wang graduated from Central Communist Party School, PRC in June 1993 majoring in politics and economics. Mr. Wang was recognized as a senior economist by the Ministry of Personnel in Mr. HE Gong, 64, Independent Non-executive Director of our Company. Mr. He is chairman of the Yunnan Jinsha River Hydroelectric Development Co., Ltd. Mr. He served as secretary and deputy director of the office of Yunnan Electric Power Department. Mr. He was deputy director and member of the communist party committee of Yunnan Electric Power Industry Bureau, director of preparatory division, director and deputy secretary to the communist party committee of Lancang River Man Shui Wan Hydroelectric Engineering Management Bureau, deputy general manager and member of the Communist Party Committee of China Three Gorges Project Corporation, deputy general manager and member of the Communist Party Committee of State Electric Power Corporation, and general manager of China HuaDian Corporation. Mr. He has been Independent Non-executive Director of our Company since September Mr. He graduated from the Wuhan Polytechnic University, PRC in June 1966 majoring in tractor design and manufacturing. He was recognized as a professor-level senior engineer by the Ministry of Personnel in Mr. ZHANG Qinglin, 64, Independent Non-executive director of our Company. Mr. Zhang serves as member of the Tenth National Committee of the Chinese People s Political Consultative Conference, head of China Construction Supervision Association and head of construction project management committee of China Construction Supervision Association. He served as officer of the 149

4 Infrastructure Construction Office and deputy division chief of the Construction Management Bureau of the State Economic Commission, deputy director of the Construction Management Bureau, deputy director of Infrastructure Construction General Bureau and director of the Construction Management Bureau of the State Planning Department, and director of the construction management department of the Ministry of Construction. Mr. Zhang served as secretary to the communist party committee and deputy general manager of the China State Construction Engineering Corporation from 1993 to Mr. Zhang joined CRECG in October 2006 and was an external director of CRECG, whose duties included attending board meetings of CRECG and making management decisions as a board member. In compliance with the SASAC Notice on Board of Directors of Wholly State-owned Companies, Mr. Zhang was appointed as an external director of CRECG and as such, Mr. Zhang was not involved in the day-to-day operations of CRECG and its group of companies. Mr. Zhang was appointed as an external director of China National Real Estate Group Corporation in July Mr. Zhang has been Independent Non-executive Director of our Company since September Mr. Zhang graduated from the Harbin Construction Engineering Institute, PRC in June 1968 majoring in heating and ventilation engineering. He was recognized as a professor-level senior engineer by the Ministry of Personnel in Mr. GONG Huazhang, 61, Independent Non-executive Director of our Company. Mr. Gong also serves as director of PetroChina Company Limited, chairman of China Petroleum Finance Co., Ltd., independent director of China Southern Airlines Company Limited, director of China Yangtze Power Co., Ltd., member of China Accounting Standards Committee under the Ministry of Finance, vice chairman of the Accounting Society of China, standing director of China International Taxation Research Institute, advisor of the Standing Committee of the Price Association of China, vice chairman of China Petroleum Society and a specially invited member of China Appraisal Society. Mr. Gong is a professor of Tsinghua University, Nankai University, Xiamen University, China University of Petroeum and National Accounting Institute (Beijing). Mr. Gong was deputy chief accountant and director of finance division of China Petroleum and Gas Pipeline Bureau, director general of Finance Bureau of PetroChina Company Limited, director of Financial Assets Department, chief accountant and a member of the Party Committee of China National Petroleum Corporation, and executive vice chairman of China Petroleum Finance Co., Ltd. Mr. Gong graduated from the Business School of Jiangsu Province, Yangzhou City, PRC in July 1965 I.C.x3 majoring in financial and management accounting and from the University of Petroleum, PRC in January 1986 majoring in economics and management. Mr. Gong was recognized as a professor-level senior accountant by the Ministry of Personnel in Mr. WANG Taiwen, 61, Independent Non-executive Director of our Company. Mr. Wang is also external director of China National Foreign Trade Transportation (Group) Corporation. Prior to joining our Company, he held various managerial positions in Ziyang Internal Combustion Locomotive Plant and was the chairman, general manager and secretary to the communist party committee of China National Railway Locomotive Corporation, and served as chairman and secretary to the communist party committee of China Southern Locomotive Industrial Group Corporation. Mr. Wang has been Independent Nonexecutive Director of our Company since September He joined CRECG in November 2006 and was an external director of CRECG. In compliance with the SASAC Notice on Board of Directors of Wholly Stateowned Companies, Mr. Wang was appointed as an external director of CRECG and as such, Mr. Wang s duty was to attend board meetings of CRECG, and make decisions as a board member. He was not involved in the day-to-day operations of CRECG and its group of companies. Mr. Wang graduated from Dalian Railway Institute, PRC in July 1965 majoring in machinery and manufacturing. 150

5 Mr. SUN Patrick, 48, Independent Non-executive Director of our Company. Mr. Sun is currently executive director and chief executive officer of Value Convergence Holdings Limited ( a listed company on the Growth Enterprises Market of the Hong Kong Stock Exchange), independent nonexecutive director and non-executive chairman of Solomon Systech International Limited, and member of the general committee of the Chamber of Hong Kong Listed Companies Limited. He was a member of Takeovers & Mergers Panel and the Takeovers Appeal Committee, Deputy Chairman of the Listing Committee and a member of the Council of The Stock Exchange of Hong Kong Limited. He also served as Honorary Chief Executive Officer of the Chamber of Hong Kong Listed Companies Limited, and from December 1996 to March 2002 as the Senior Country Officer and Head of Investment Banking for Hong Kong of JPMorgan. He was an executive director of SW Kingsway Capital Holdings Limited, group executive director and Head of Investment Banking for Greater China of Jardine Fleming Holdings Limited, independent non-executive director of Link Management Limited, and independent non-executive director of Everbright Pramerica Fund Management Co., Ltd. Mr. Sun joined our Company in September Mr. Sun graduated from the Wharton School of the University of Pennsylvania, United States with a bachelor of science degree in economics in Mr. Sun also completed the Stanford Executive Program of Stanford Business School, United States in Mr. Sun has been an associate member (since April 1987) and a fellow (since April 1992) of the Chartered Association of Certified Accountants, United Kingdom, and he has also been an associate member of the Hong Kong Society of Accountants since Supervisors The table below sets forth information regarding our Supervisors: Name Age Position GAO Shutang 58 Chairman of the Supervisory Committee JI Zhihua 45 Supervisor (representative of our employees ) ZHANG Xixue 54 Supervisor (representative of our employees ) ZHOU Yuqing 57 Supervisor (representative of our employees ) LIN Longbiao 50 Supervisor (representative of our employees ) Mr. GAO Shutang, 58, Chairman of Supervisory Committee of our Company. Mr. Gao is also chairman of China Railway Electrification Engineering Group Co., Ltd, one of our direct subsidiaries since December Other than the foregoing, Mr. Gao has no other roles in our Group. Mr. Gao has extensive legal knowledge and operation and management experience. Mr. Gao joined our Company in February Mr. Gao was deputy secretary to the communist party committee of Electrification Engineering Bureau of the MOR (the predecessor of China Railway Electrification Engineering Group Co., Ltd.) from December 1994 to May From May 1999 to May 2001, he was secretary to the communist party committee of Electrification Engineering Bureau of the MOR. From May 2001 to September 2006, he was deputy secretary to the communist party committee and secretary to the disciplinary committee of CRECG. Mr. Gao has served as director of CRECG since September Mr. Gao has been Chairman of Supervisory Committee of our Company since September Mr. Gao graduated from Central Communist Party School, PRC in December 1996 majoring in economics and management. Mr. JI Zhihua, 45, Supervisor and Deputy Chief Engineer of our Company. Mr. Ji has extensive knowledge and vast operation and management experience in the industries in which our Company operates. Mr. Ji joined our Company in July From January 2001 to October 2001, Mr. Ji was deputy chief engineer of CRECG. From October 2001 to August 2005, Mr. Ji was deputy chief engineer and director of the planning and operation department of CRECG. From August 2005 to August 2007, Mr. Ji was deputy chief engineer of CRECG. Mr. Ji has been Supervisor of our Company since September

6 Mr. Ji graduated from Shanghai Railway Institute, PRC in July 1983 majoring in railway engineering. He was recognized as a professor-level senior engineer by the Ministry of Personnel in Mr. ZHANG Xixue, 54, Supervisor of our Company. Mr. Zhang is also chairman of the supervisory committee of China Overseas Engineering Group Co., Ltd. (COVEC), China Railway Heavy Machinery Co., Ltd. and Beijing Yan Feng Hotel Co., Ltd. Mr. Zhang has extensive knowledge and vast operation and management experience in the industries in which our Company operates. Mr. Zhang joined our Company in January He was secretary to the disciplinary committee of the Locomotive Department of The First Engineering Bureau of the MOR (the predecessor of China Railway NO.1 Engineering Group Co., Ltd.) from August 1989 to September From September 1990 to September 2007, he served in CRECG as secretary to the general office, head of supervisory department of the disciplinary committee and head of case judgement promotion and education department of disciplinary committee. From 2001 to April 2007, he was an employee-representative supervisor of the State-owned Enterprise Supervisory Committee of SASAC. Mr. Zhang has been Supervisor of our Company since September Mr. Zhang graduated from Central Communist Party School, PRC in June 1993 majoring in economics and management. Mr. ZHOU Yuqing, 57, Supervisor of our Company. Mr. Zhou is also an employeerepresentative supervisor of State-owned Enterprise Supervisory Committee of SASAC. Mr. Zhou has extensive knowledge and vast operation and management experience in the industries in which our Company operates. Mr. Zhou joined our Company in December Mr. Zhou was the deputy director of cadre department of CRECG from January 1990 to June From June 2001 to September 2007, he was deputy executive director of the management office of directors and supervisors of CRECG. He has been the employee-representative supervisor of our Company since September Mr. Zhou graduated from Central Communist Party School, PRC in July 1993 majoring in politics and economics for leading cadres. Mr. LIN Longbiao, 50, Supervisor of our Company. Mr. Lin is also an employee-representative supervisor of State-owned Enterprise Supervisory Committee of SASAC. Mr. Lin has extensive financial management knowledge and vast operation and management experience in the industries in which our Company operates. Mr. Lin joined our Company in October From October 1994 to July 2005, Mr. Lin was deputy director of the financial division and then deputy director of the financial department of CRECG. From July 2005 to September 2007, he was director of the audit department of CRECG. He has been the employee-representative supervisor and the director of internal audit department of our Company since September Mr. Lin graduated from Liaoning Finance and Economics College, PRC in July 1982 majoring in infrastructure finance and credit. He was recognized as a senior accountant by the Ministry of Personnel in Senior Management The table below sets forth information regarding our senior management (excluding Directors who also hold executive positions): Name Age Position LI Changjin 49 President BAI Zhongren 47 Vice-president and Chief Economist LI Jiansheng 52 Vice-president, Chief Financial Officer and General Legal Advisor LIU Hui 47 Vice-president and Chief Engineer YAO Guiqing 52 Vice-president MA Li 49 Vice-president 152

7 Name Age Position ZHOU Mengbo 42 Vice-president DAI Hegen 41 Vice-president DUAN Xiubin 53 Vice-president YU Tengqun 37 Secretary of the Board, Joint Company Secretary TAM Chun Chung 35 Qualified Accountant, Joint Company Secretary Please refer to introduction of Directors above for biographical details of Mr. LI Changjin and Mr. BAI Zhongren. Ms. LI Jiansheng, 52, Vice-President, Chief Financial Controller and General Legal Advisor of our Company. Ms. Li is also chairman of China Railway NO.2 Engineering Group Co., Ltd., chairman of Baoying Fund Management Co., Ltd and, chairman of Equity Trust Co., LTD. Ms. Li joined our Company in August She has profound legal knowledge and extensive financial management experience. Ms. Li was vice chief accountant of CRECG from March 1994 to January 2000, chief accountant of CRECG from January 2000 to December 2002 and chief accountant and general legal advisor of CRECG from December 2002 to September She has been Vice-President, Chief Financial Controller and General Legal Advisor of our Company since September Ms. Li graduated from Dongbei University of Finance and Economics, PRC in July 1982 majoring in infrastructure economics. Ms. Li obtained the Certificate for Practicing as PRC Corporate Legal Advisor from the State Ministry of Personnel, the Ministry of Justice and SASAC in October She was recognized as a senior accountant by the Ministry of Personnel in 1993 and has been a member of the Chinese Institute of Certified Public Accountants since Mr. LIU Hui, 47, Vice-President and Chief Engineer of our Company. Mr. Liu joined our Company in August Mr. Liu has extensive experience in information technology application, technology development, survey and design, technical and engineering management. Mr. Liu was the director and chief engineer of China Railway NO.2 Engineering Group Co., Ltd. from December 1999 to March From April 2001 to September 2007, he served as deputy general manager and chief engineer of CRECG. He has been the Vice-President and Chief Engineer of our Company since September Mr. Liu graduated from Southwest Jiaotong University, PRC in July 1982 majoring in railway engineering, and graduated in July 1993 with a second major in project management. He obtained his master s degree in construction and civil engineering in Mr. Liu was recognized as a professor-level senior engineer by the Ministry of Personnel in 2002 and state-registered consulting engineer by the Ministry of Personnel in 2005 and state-registered grade one contractor by the Ministry of Construction in He has been entitled to governmental special allowance as awarded by the State Council since 2000, such allowance being awarded to experts with outstanding contributions in their respective fields. Mr. YAO Guiqing, 52, Vice-President, Deputy Secretary to the Communist Party Committee and Chairman of the Labour Union of our Company. Mr. Yao also serves as executive member of Federation of Labour Unions and has been chairman of China Railway NO.9 Engineering Group Co., Ltd. since April He has extensive experience in management of large organizations. He joined our Company in December From February 1990 to March 1994, Mr. Yao served in various capacities in the communist youth league, including secretary of the communist youth league of CRECG member of standing committee of the league and member of the central committee of the communist youth league of MOR. He was chairman of the labour union of CRECG from February 2001 to October 2004 and deputy secretary to the communist party committee of CRECG from December 2004 to September He has been deputy secretary to the communist party committee and chairman of the labour union of CRECG, 153

8 Vice-President, Deputy Secretary to the Communist Party Committee and Chairman of the Labour Union of our Company since September Mr. Yao graduated from Central Communist Party School, PRC in June 1993 majoring in political economics and also completed a part-time postgraduate course in economics and management in July Mr. MA Li, 49, Vice-President of our Company. Mr. Ma has extensive experience in the operation and management in the industries in which our Company operates. He joined our Company in March From September 1997 to February 2002, Mr. Ma held various party and managerial positions with China Civil Engineering Construction Corporation, including deputy secretary to the communist party committee, secretary to the discipline inspection committee and director and deputy general manager. He was also general manager and secretary to the communist party committee of China National Overseas Engineering Corporation from March 2002 to March Mr. Ma served as deputy general manager of CRECG from March 2004 to September He has been Vice-President of our Company since September He graduated from Changsha Railway University, PRC in July 1982 majoring in railway engineering. Mr. Ma was recognized as a senior engineer by the Ministry of Personnel in Mr. ZHOU Mengbo, 42, Vice-President of our Company. Mr. Zhou is also the Chairman of China Overseas Engineering Group Co., Ltd. (COVEC), Mr. Zhou joined our Company in July 1985 and has extensive operational experience. Mr. Zhou was director of Railway Bridge Bureau of MOR (the predecessor of China Railway Major Bridge Engineering Group Co., Ltd.) from August 2000 to April 2001, and vice chairman and general manager from April 2001 to September 2006 of China Railway Major Bridge Engineering Group Co., Ltd. Mr. Zhou served as deputy general manager of CRECG from September 2006 to September He has been Vice-President of our Company since September He graduated from Shijiazhuang Railway Institute, PRC majoring in railway bridge engineering in July 1985, and obtained a master s degree in bridge tunnel and structure engineering from the Southwest Jiaotong University, PRC in June Mr. Zhou was recognized as a senior engineer by the Ministry of Personnel in Mr. DAI Hegen, 41, Vice-President of our Company. Mr. Dai joined our Company in January 1987 and has extensive operational experience. Mr. Dai was general manager of China Railway NO. 4 Engineering Group 7 Co., Ltd. and deputy general manager of China Railway NO.4 Engineering Group Co., Ltd. from October 2000 to April 2004, and he was general manager and vice chairman of China Railway NO.4 Engineering Group Co., Ltd. from April 2004 to September Mr. Dai served as deputy general manager of CRECG from September 2006 to September He has been Vice-President of our Company since September He graduated from Anhui Institute of Architecture & Industry PRC in July 1993 majoring in construction management and completed a part-time postgraduate course at the Correspondence Institute of the Central Communist Party School, PRC majoring in economics and management in Mr. Dai was recognized as a senior economist by the Ministry of Personnel in Mr. DUAN Xiubin, 53, Vice-President of our Company. Mr. Duan has also served as chairman and secretary to the communist party committee of China Railway Real Estate Development Co., Ltd. since February Mr. Duan joined our Company in July 1996 and has extensive operational experience. From December 2002 to October 2006, Mr. Duan held various positions with China Railway Construction Engineering Group Engineering Co., Ltd., including chairman, general manager and secretary to the communist party committee. Mr. Duan was deputy general manager of CRECG from October 2006 to September 2007, and he was appointed as chairman and secretary to communist party committee of China Railway Real Estate Group Co., Ltd. since February He has been Vice-President of our Company since September Mr. Duan graduated from Shijiazhuang Railway Guard Engineering Institute, PRC in July 1996 majoring in railway engineering and completed a part-time EMBA programme at the Renmin 154

9 University of China in December Mr. Duan was recognized as a senior engineer by the Ministry of Personnel in Mr. YU Tengqun, 37, Secretary to the Board and Joint Company Secretary of our Company. Mr. Yu joined our Company in December Mr. Yu has extensive knowledge and vast operation and A1A-42 management experience in the industries in which our Company operates. Mr. Yu was deputy office director of The First Engineering Bureau of MOR (the predecessor of China Railway NO. 1 Engineering Group Co., Ltd.) from April 1999 to March From March 2000 to September 2007, Mr. Yu held various positions with CRECG, including deputy director of corporate management department, deputy director of corporate development planning division, assistant general legal advisor and director of legal affair division, and secretary of the board and director of legal affair division. Mr. Yu was a supervisor of China Railway Turnout & Bridge Co., Ltd. from 2001 to 2007, a director of China Railway NO. 1 Engineering Group Co., Ltd. from 2003 to 2005, and vice chairman of China Railway NO. 10 Engineering Group Co., Ltd. from 2005 to Mr. Yu has been Secretary to the Board of our Company since September Mr. Yu graduated from the Northwest University of Politics and Law, PRC in June 2002 majoring in the science of law. Mr. Yu is currently enrolled in the EMBA programme at the Tsinghua University. Mr. Yu was a lawyer practising PRC law and has extensive legal experience. Mr. Yu is an arbitrator of China International Economic and Trade Arbitration Commission, an arbitrator of Beijing Arbitration Commission, a member of the Rights Protection Committee of China Enterprise Confederation & China Enterprise Directors Association, a member of Legal Expert Panel of China Association of Communication Enterprise Management and a member of Engineering Expert Panel of China International Contractors Association. Mr. Yu was recognized as a senior economist by the Ministry of Personnel in Mr. TAM Chun Chung, 35, Qualified Accountant and Joint Company Secretary of our Company. Mr. TAM joined our Company in October 2007 prior to which, Ms. LI Jiansheng was responsible for the financial and accounting management of our Group. Prior to joining our Company, Mr. Tam served as a qualified accountant and joint company secretary of an H-share listed company in Hong Kong. He had also held various senior positions including senior manager of internal audit and senior manager of finance department in another Hong Kong listed company previously. From 1994 to 2000, Mr. Tam worked for a major international accounting firm as an assistant manager. Mr. Tam has over twelve years of experience in the accounting and audit field. He has been a member of the Hong Kong Institute of Certified Public Accountants since December 1997 and a fellow of the Chartered Association of Certified Accountants since November Mr. Tam graduated from the Chinese University of Hong Kong in December 1994 majoring in accounting. COMMITTEES OF THE BOARD Audit Committee We have established an audit committee, the primary responsibilities of which include, among other things: ( to be primarily responsible for making recommendations to the Board on the appointment, reappointment and removal of the external auditor, and to approve the remuneration and terms of engagement of the external auditor; ( to review and monitor the external auditor s independence and objectivity and the effectiveness of the audit process in accordance with applicable standards; 155

10 ( to monitor the integrity of financial statements of our Company and our Company s annual report and accounts, half-year report and quarterly reports, and to review significant financial reporting judgments contained in them; and ( to oversee our Company s financial reporting system and internal control procedures, including but not limited to, review of financial control, internal control and risk management systems, consideration of action of any findings of major investigations of internal control matters as delegated by the Board or at its own initiative and management s response thereto, and review of the Group s financial and accounting policies and practices. Our audit committee currently consists of three members, being GONG Huazhang and Patrick SUN who are independent non-executive Directors and WANG Qiuming who is a non-executive Director. Our audit committee is chaired by GONG Huazhang. Remuneration Committee We have established a remuneration committee, the primary responsibilities of which include, among other things: ( to make recommendations to the Board on our Company s policy and structure for remuneration of Directors and senior management and on the establishment of a formal and transparent process for developing policy on such remuneration; ( to have the delegated responsibility to determine the specific remuneration packages of all executive Directors and senior management, including benefits in kind, pension rights and compensation payments, including any compensation payable for loss or termination of their office or appointment, and make recommendations to the Board in relation to the remuneration of non-executive Directors; ( to review and approve performance-based remuneration by reference to corporate goals and objectives resolved by the Board from time to time; and ( to ensure that no Director or any of his associates is involved in deciding his own remuneration. Our remuneration committee currently consists of five members, being ZHANG Qinglin, HE Gong and Patrick SUN who are independent non-executive Directors, BAI Zhongren who is an executive Director and WANG Qiuming who is a non-executive Director. Our remuneration committee is chaired by ZHANG Qinglin. Strategy Committee We have established a strategy committee to develop our business strategy and evaluate the effectiveness of our strategic plans. The primary responsibilities of our strategy committee include, among other things, to review proposals and to make recommendations to the Board regarding the following: ( strategic development plans; ( annual budgets; ( capital allocation plans; ( significant mergers and acquisitions; 156

11 ( significant investments and financing plans; ( significant internal reorganizations. Our strategy committee currently consists of five members, being GONG Huazhang and WANG Taiwen who are independent non-executive Directors, SHI Dahua, LI Changjin and BAI Zhongren who are executive Directors. Our strategy committee is chaired by SHI Dahua. Nomination Committee We have established a nomination committee to make recommendations to the Board on the appointment and removal of senior officers of our Company. Our nomination committee currently consists of five members, being HE Gong, ZHANG Qingjin and WANG Taiwen who are independent non-executive Directors. WANG Qiuming who is a non-executive Director and LI Changjin who is an executive Director. Our nomination committee is chaired by HE Gong. Safety, Health and Environmental Protection Committee We have established a safety, health and environmental protection committee to make recommendations to the Board regarding matters relating to safe construction, employees health and environmental protection. Our safety, health and environmental protection committee currently consists of five members, being ZHANG Qingjin, HE Gong and WANG Taiwen who are independent non-executive Directors and LI Changjin and BAI Zhongren who are executive Directors. Our safety, health and environmental protection committee is chaired by LI Changjin. WAIVERS BY THE HONG KONG STOCK EXCHANGE Waiver from Strict Compliance with Rule 8.12 and Rule 19A.15 of the Hong Kong Listing Rules relating to Management Presence in Hong Kong Pursuant to Rule 8.12 and Rule 19A.15 of the Hong Kong Listing Rules, an issuer must have sufficient management presence in Hong Kong and in normal circumstances at least two of the issuer s executive directors must be ordinary residents in Hong Kong. Since we have our headquarters and substantially all of our operations in the PRC, we do not, and for the foreseeable future, will not have a sufficient management presence in Hong Kong. Currently, most of our Directors reside in the PRC. Accordingly we have applied to the Hong Kong Stock Exchange for a waiver from strict compliance with Rule 8.12 and Rule 19A.15 of the Hong Kong Listing Rules on the basis that (A) we have certain arrangements to maintain regular communication with the Hong Kong Stock Exchange, through (i) the appointment of BAI Zhongren and TAM Chun Chung, who will both make themselves readily contactable by the Hong Kong Stock Exchange as the authorized representatives of our Company and as the principal channel of communication with the Hong Kong Stock Exchange as they can easily make themselves available in Hong Kong whenever necessary to deal promptly with enquiries from the Hong Kong Stock Exchange, and as TAM Chun Chung is a Hong Kong resident, he will be readily available for meeting with the Hong Kong Stock Exchange in person as necessary; and (ii) the appointment of BOCI, JPMorgan Asia Pacific and UBS as our compliance advisers who will, among other things, act as one of our channels of communication with the Hong Kong Stock Exchange in addition to our authorised representatives for a period commencing on the date of potential listing of H Shares and ending on the date on which we Kong Listing Rules in respect of our financial results for the first full financial year commencing after the Listing Date and the contact person of our compliance advisers will be fully available to answer enquiries from the 157

12 Hong Kong Stock Exchange; and (iii) the appointment of a Hong Kong law firm to advise our Company in relation to our on-going compliance with the Hong Kong Listing Rules, which could also act as an alternative point of contact for communication with the Hong Kong Stock Exchange; (B) we will implement a policy so that each of our Executive Directors will provide his mobile phone number, residential phone number, fax number and address to the authorised representatives and the Hong Kong Stock Exchange and will provide means of contact to the authorised representatives when the Director is out of office; and (C) all Directors who are not ordinarily resident in Hong Kong have confirmed that they possess or will apply for valid travel documents to visit Hong Kong so as to be able to meet with the Hong Kong Stock Exchange when required. Waiver from Strict Compliance with Rule 8.17 and Rule 19A.16 of the Hong Kong Listing Rules relating to Qualifications of Company Secretary in Hong Kong According to Rule 8.17 of the Hong Kong Listing Rules, the secretary of our Company must be a person who is ordinarily resident in Hong Kong and who has the requisite knowledge and experience to discharge the functions of secretary of a listed company and who: (a) (b) is an Ordinary Member of The Hong Kong Institute of Chartered Secretaries, a solicitor or barrister as defined in the Legal Practitioners Ordinance or a professional accountant; or is an individual who, by virtue of his academic or professional qualifications or relevant experience, is, in the opinion of the Stock Exchange, capable of discharging the functions of a company secretary of an issuer. Rule 19A.16 of the Hong Kong Listing Rules, however, provides that the secretary of a PRC issuer needs not be ordinarily resident in Hong Kong, provided such person can meet the other requirements of Rule As YU Tengqun does not possess the requisite experience and qualifications as required under Rule 8.17(2) of the Hong Kong Listing Rules, he does not meet all the requirements under Rule In view of the above, our Company has appointed TAM Chun Chung, who meets the requirements under Rule 8.17 of the Hong Kong Listing Rules, as a joint company secretary to assist YU Tengqun to enable him to acquire the relevant experience under Rule 8.17(3) of the Hong Kong Listing Rules. Both of them will jointly discharge the duties and responsibilities with reference to their past experience and education background. Further, TAM Chun Chung, as a joint company secretary, will work closely with, and provide assistance to, YU Tengqun in the discharge of his duties as a joint company secretary. TAM Chun Chung is familiar with and as a resident in Hong Kong, has easy access to the governing bodies such as the Hong Kong Stock Exchange, the SFC as well as the Hong Kong Companies Registry. In our opinion and that of the Joint Sponsors, TAM Chun Chung is a suitably qualified person to accompany and render assistance to YU Tengqun so as to enable him to acquire the relevant experience as is normally required of him as a company secretary under Rule 8.17(3) of the Hong Kong Listing Rules. We intend to appoint TAM Chun Chung for an initial period of three years from our potential listing on the Hong Kong Stock Exchange. Upon expiry of the three-year period, a further evaluation of the qualification and experience of YU Tengqun and the need for on-going assistance would be made. It is expected that we and Yu Tengqun would then endeavour to demonstrate to the Hong Kong Stock 158

13 Exchange s satisfaction that YU Tengqun, having had the benefit of TAM Chun Chung s assistance, would then have acquired the relevant experience within the meaning of Rule 8.17(3). We have applied to the Hong Kong Stock Exchange for a waiver from strict compliance with the requirements of Rule 8.17 and Rule 19A.16 of the Hong Kong Listing Rules. COMPENSATION OF Our Directors and Supervisors who are also our senior management personnel or our employees, receive compensation in the form of salaries, bonuses, benefits in cash and pension as well as through our contribution to their social insurance plans and housing funds. Our independent non-executive Directors receive directors fees from us. The aggregate of basic salaries, housing allowances, other allowances and benefits in kind paid by us to all our Directors and Supervisors (as listed above) in the years ended 31 December 2004, 2005 and 2006 and the six months ended 30 June 2007 were RMB2.3 million, RMB2.7 million, RMB3.4 million and RMB1.1 million, respectively. As required by PRC regulations, we participate in various pension plans, insurance plans and housing funds organized by provincial and municipal government for our employees, including employees who are Directors, Supervisors and senior management members, to which we contributed approximately RMB0.2 million, RMB0.3 million, RMB0.3 million and RMB0.05 million for our Directors and Supervisors in the years ended 31 December 2004, 2005 and 2006 and the six months ended 30 June 2007, respectively. Following its being set up, our Remuneration Committee will make recommendations on the remuneration of our Directors taking into account the performance of our Directors and market standards and the remuneration will have to be approved by our shareholders. Accordingly, the historical remuneration to our Directors during the Track Record Period may not be reflective of the future levels of remuneration of our Directors. The estimated remuneration receivable by our Executive Directors in respect of year ending 31 December 2008 ranges approximately from RMB700,000 to RMB850,000. The estimated remuneration receivable by our Non-executive Directors and Independent Non-executive Directors in respect of the year ending 31 December 2008 is approximately RMB700,000 and RMB200,000, respectively. Our Directors will not receive any remuneration from CRECG. A1A-33(2)b A1A-33(2)c The aggregate amount of compensation we paid to our five highest paid individuals in the years ended 31 December 2004, 2005 and 2006 and the six months ended 30 June 2007 were RMB2.0 million, RMB2.5 million, RMB2.8 million and RMB0.5 million, respectively. A1A-33(3) 159