DIRECTORS AND SENIOR MANAGEMENT

Transcription

1 DIRECTORS Our Board of Directors currently consists of nine Directors, including three executive Directors, three non-executive Directors and three independent non-executive Directors. The following table sets forth information regarding our Board of Directors. Name Age Position Date of Appointment WANG Huimin ( ) Chairlady and Executive Director February 2, 2010 WU Wen ( ) Executive Director August 30, 2011 KANG Jie ( ) Executive Director and Chief Executive August 30, 2011 Officer WANG Huili ( ) Non-executive Director August 30, 2011 TANG Donald Wei ( ) Non-executive Director August 30, 2011 WENG Xiangwei ( ) Non-executive Director August 30, 2011 TSANG Henry Yuk Wong ( ) Independent Non-executive Director August 30, 2011 WANG Chiwei ( ) Independent Non-executive Director August 30, 2011 WANG Yu ( ) Independent Non-executive Director August 30, 2011 Save as disclosed below, there are no other matters concerning each of the Directors appointment that need to be brought to the attention of the Shareholders. Executive Directors LR8.15 Ms. WANG Huimin ( ), aged 56, is the chairlady and an executive Director of our Company. Ms. Wang is our founder and primarily responsible for the overall corporate strategies and management of our Group. Ms. Wang has over 24 years of experience in the restaurant industry since commencement of business of the first Xiao Nan Guo restaurant at Chang Sha Road, Huangpu District, Shanghai in 1987 where she served as the general manager responsible for its overall operation until On January 1, 1999, Ms. Wang established our largest restaurant at Hongmei Road, Minhang District, Shanghai ( Hong Mei Restaurant ). From April 2002, she served as a supervisor at Shanghai Xiao Nan Guo Restaurant, our wholly-owned subsidiary which is primarily engaged in our restaurant business in the PRC, and was then appointed as the chairlady of that company in July She is also the director of Xiao Nan Guo Management Company Limited which has been operating our first restaurant in Hong Kong since May 2000 as well as the director of Xiao Nan Guo Holdings HK, our wholly-owned subsidiary which mainly focuses on our restaurant business and operations in Hong Kong, since March Ms. Wang also serves as the chairlady and chief executive officer of Shanghai Xiao Nan Guo Group and assumes the directorships in some of the Excluded Businesses or their shareholders, including Shanghai Xin Di, An Heng (Shanghai) Restaurant Management Co., Ltd. ( ( ) ), Spa Business, Shanghai Yi Guo Tang Co., Ltd. ( ), Shanghai WH Ming Hotel Co., Ltd. ( ), Allied First (H.K.) Limited ( ( ) ), Multi Concepts Link Restaurant Management Limited ( ), Shun Hang International Development Limited ( ) and Nan Feng. Ms. Wang currently holds the position of a vice chairlady at Shanghai Restaurants Association (, previously known as Shanghai Food and Beverage Industry Association ( )) and Shanghai Cuisine Association ( ). She was also appointed as a member of the expert committee of Shanghai Restaurants Association for the two years from January 2007 to 2009, a judge for the 2005 Shanghai International Dining Expo s U28 Elite Cooking Competition ( U28 ) held by Shanghai Restaurants Association 193

2 as well as an expert to the Shanghai Famous Brands Review Committee (Food and Beverages Services) ( ( ) ) of Shanghai Restaurants Association from December 2006 to Ms. Wang was awarded as The Most Powerful Female Entrepreneur of the PRC Restaurant Industry for the Year of 2006 (2006 ) by East. Eat in February 2007, Leading Entrepreneur of the National Restaurant Industry ( ) by China Hotel Association ( ) and China Federation of Finance, Trading, Textile and Tobacco ( ) in March 2006, and Leading Entrepreneur of the PRC Restaurant Industry ( ) by China Cuisine Association ( ) in November As of the Latest Practicable Date, Ms. Wang did not hold any directorship in any Hong Kong or Ms. WU Wen ( ), aged 42, is an executive Director of our Company and is primarily responsible for construction and decoration work of all our restaurants and other work required by the Board. Ms. Wu started her career with Xiao Nan Guo restaurants since her joining of the first restaurant under the brand Xiao Nan Guo at Changsha Road, Huangpu District, Shanghai in 1993 where she was responsible for customer services related matters until During the over 18 years with Xiao Nan Guo restaurants, Ms. Wu served various positions at our wholly-owned subsidiaries which primarily focus on our restaurant business in Shanghai, including executive directors of Shanghai Pudong Xiao Nan Guo Restaurant Co., Ltd. ( ) since 1997 and Shanghai Jing an Xiao Nan Guo Co., Ltd. ( ) from 2004 to 2008, respectively. As of the Latest Practicable Date, Ms. Wu did not hold any directorship in any Hong Kong or Mr. KANG Jie ( ), aged 36, is an executive Director and the chief executive officer of our Company. He joined our Group in 2008 as the chief executive officer of Shanghai Xiao Nan Guo Restaurant as well as Xiao Nan Guo Holdings HK, our wholly-owned subsidiaries which operate the Group s restaurant business in the PRC and Hong Kong, respectively, Mr. Kang is primarily responsible for overseeing the overall daily operations of the Group s business. Prior to joining our Group, Mr. Kang worked at Bear Stearns & Co. Inc. from 2004 to 2008, during which period he served various positions including associate, vice president and managing director in the investment banking division responsible for the investment banking activities in the firm s Shanghai and Beijing offices. He was also appointed as the chief representative of the Shanghai representative office of Bear Stearns & Co. Inc. in From 1998 to Mr. Kang served as an auditor at the Shanghai Office of Arthur Anderson LLP and obtained the certificate of registered investment representative of BNP Paribas Peregrine Capital Limited in April He is also a part-time professor at Feng Yi International Cuisine Research Center of Yangzhou University since September 2010 and a member of Shanghai Municipal 10th National Congress of the All-China Youth Federation ( ) since January Mr. Kang received his bachelor s degree in international finance from Shanghai University of Finance and Economics in As of the Latest Practicable Date, Mr. Kang did not hold any directorship in any Hong Kong or 194

3 Non-executive Directors Ms. WANG Huili ( ), aged 54, is a non-executive Director of our Company. Ms. Wang Huili is a co-founder of our Group and has worked for Xiao Nan Guo restaurants for over 24 years since commencement of business of the first restaurant under the brand Xiao Nan Guo at Changsha Road, Huangpu District, Shanghai in 1987 where she served as the manager in charge of its daily management until Ms. Wang Huili was an executive director of Shanghai Xiao Nan Guo Restaurant from January 2002 to July 2010 and was appointed as the supervisor of that company in July She also currently holds the directorship of WHM Japan Co., Ltd. and Shanghai Wen Hui Huju Opera Troupe ( ). Ms. Wang Huili is Ms. Wang s sister. As of the Latest Practicable Date, Ms. Wang Huili did not hold any directorship in any Hong Kong or Mr. TANG Donald Wei ( ), aged 49, is a non-executive Director of our Company. Mr. Tang has been serving as the chief executive officer and president of CITIC Securities International Partners, Ltd. since February Prior to that, Mr. Tang served various positions at Bear, Stearns & Co. Inc. and its affiliated entities, including vice chairman and member of the board of directors of Bear, Stearns & Co. Inc. as well as chairman and director of Bear Stearns Asia. In addition, Mr. Tang has been a member of the RAND Center for Asia Pacific Policy Advisory Board since 2006, as well as a member of the board of directors of the California Institute of Technology since In 2010, Mr. Tang was appointed as a member of the Harvard Asia Center Advisory Committee. Mr. Tang received his bachelor s degree in chemical engineering from California State Polytechnic University in As of the Latest Practicable Date, Mr. Tang did not hold any directorship in any Hong Kong or Mr. WENG Xiangwei ( ), aged 44, is a non-executive Director of our Company. Mr. Weng is the founder of Shining Capital Management Hong Kong Limited and has extensive experience in investment banking and private equity investment. Prior to that, Mr. Weng was an executive director at the corporate finance department and Head of Mergers and Acquisitions, China of Goldman Sachs (Asia) L.L.C. From January 2005 to January 2007, Mr. Weng served as the general manager in charge of corporate operations at Gome Electrical Appliances Holding Limited (stock code: 0493), a company listed on the Stock Exchange. Mr. Weng also worked at Morgan Stanley group of companies from June 1998 to January Mr. Weng received his bachelor s degree in physics from Peking University in 1989 and his Ph.D. degree in biophysics from University of California at Berkeley in As of the Latest Practicable Date, Mr. Weng did not hold any directorship in any Hong Kong or Independent Non-executive Directors Mr. TSANG Henry Yuk Wong ( ), aged 57, is an independent non-executive Director of our Company. Mr. Tsang is a co-founder of Jigs Limited, a furniture design and manufacturing company, and has been serving as the managing director of that company since December He is also currently holding the position of non-executive director at Horizon Asia Fund Ltd., an Asia focused investment fund and its investment adviser, Horizon Capital Management and Research Ltd.. Mr. Tsang has accumulated extensive experience in the investment banking area, through his working experience at Bear Stearns & Co. Inc. (including president of Bear Stearns Asia Limited), BOC 195

4 International and Merrill Lynch. During his years as an investment banker, by performing functions such as reviewing management accounts, analyzing audited financial statements and preparing profit forecast and financial modeling, Mr. Tsang actively participated in various initial public offerings, bond offerings as well as mergers and acquisition transactions, including several sizeable initial public offerings on the Stock Exchange. He was also a partner of Search Asian Mezzanine Capital, a private equity firm sponsored by Search Investment Group. Mr. Tsang is a member of Hong Kong Broadcasting Authority and previously served as a director of Hong Kong Applied Science and Technology Research Institute Company Limited. Mr. Tsang received his bachelor s degree in chemical engineering (magna cum laude) from University of Houston in 1978 and his MBA degree from Rice University in As of the Latest Practicable Date, Mr. Tsang did not hold any directorship in any Hong Kong or Given Mr. Tsang s extensive experience in the investment banking area and his academic background, our Directors believe that he has appropriate accounting and related financial management expertise and is competent to discharge his duties as an independent non-executive Director and chairman of the Audit Committee of our Company. Mr. WANG Chiwei ( ), aged 56, is an independent non-executive Director of our Company. Mr. Wang is also currently holding the position as a deputy general manager at Jiangxi Copper Company Limited (stock code: 0358), a company listed on the Stock Exchange, and has served various positions with that company, including executive director and deputy general manager from 1998 to 2009, deputy director of the sales and transportation department, deputy chief economist as well as director of the planning department of the Guixi Smelter from 1980 to Mr. Wang is also a membership director of Shanghai Futures Exchange ( ), a chairman of Shanghai Gold Exchange Committee ( ), a vice chairman of China Gold Association ( ), a vice president of China Sulphuric Acid Industry Association ( ) as well as a vice chairman of China Chemical Mining Association ( ). Mr. Wang obtained a certificate of senior economist in June As of the Latest Practicable Date, Mr. Wang did not hold any directorship in any Hong Kong or Mr. WANG Yu ( ), aged 40, is an independent non-executive Director of our Company. Mr. Wang joined Grace Semiconductor Co., Ltd. ( ) as an executive vice president in March 2010 and is currently holding the position of president at that company. Prior to that, Mr. Wang held various positions at Shanghai Huahong NEC Electronic Co., Ltd. ( NEC ), including financial director, head of financial department, vice president and chief financial officer, during the period from March 1998 to March Mr. Wang was appointed as a member of Shanghai Municipal Pudong New Area 1st China People s National Political Consultative Conference ( ) and Shanghai Municipal 10th National Congress of the All-China Youth Federation in 2000 and 2008, respectively. Mr. Wang received his bachelor s degree in foreign trade and his postgraduate degree in international finance from Shanghai University of Finance and Economics in 1994 and 1997, respectively. As of the Latest Practicable Date, Mr. Wang did not hold any directorship in any Hong Kong or 196

5 SENIOR MANAGEMENT The following table presents certain information concerning the senior management personnel of our Group: Name Age Position KANG Jie ( ) Executive Director and Chief Executive Officer SHAO Shan ( ) VicePresident (operation & human resources management) ZHANG Jun ( ) VicePresident (finance) PAN Qin ( ) VicePresident (production) and Chief Chef ZHOU Bin ( ) VicePresident (marketing) SUN Yong ( ) VicePresident (development and construction) LENG Yijia ( ) VicePresident, Secretary of the Board, General Counsel and Joint Company Secretary DU Yu ( ) Senior Director (supply chain) GUAN Zhenyu ( ) Senior Director (product development & strategic analysis) Mr. KANG Jie ( ), aged 36, is an executive Director and the chief executive officer of our Company. His biographical details are set out above under the section headed Executive Directors. Ms. SHAO Shan ( ), aged 42, is a vice president of our Company and is responsible for our Group s operation and human resources related matters. Ms. Shao has 17 years of experience in operation and training. Prior to joining us in June 2009, Ms. Shao served as the national training director of McDonald s (China) Co., Ltd. ( ( ) ) from April 2006 to May 2009 and the senior franchise manager from April 2004 to April Before that, she was the senior manager for the operation department of Guangdong Sanyuan McDonald s Food Co., Ltd. ( ) from April 2002 to March 2004 and a professor and training manager at McDonald s Hong Kong Hamburger University from December 1999 to March From October 1992 to December 1999, she held various positions including franchise manager and operation manager of Guangdong Sanyuan McDonald s Food Co., Ltd. Ms. Shao graduated from Guangzhou University in the major of hotel management in 1992 and completed an applied psychology master program at East China Normal University in July As of the Latest Practicable Date, Ms. Shao did not hold any directorship in any Hong Kong or Mr. ZHANG Jun ( ), aged 35, is a vice president of our Company. With over 13 years of experience in accounting and finance, Mr. Zhang is mainly responsible for our Group s finance and information technology as well as internal control related matters. Mr. Zhang joined our Group in 2007 and has served as the chief financial officer of Shanghai Xiao Nan Guo Restaurant since Prior to joining us, he was the chief accounting officer of Home Inns & Hotels Management Inc., a company listed on NASDAQ from October 2006 to August He also worked as the financial manager at Shanghai Shen-Mei Beverage & Food Co., Ltd. ( ), a subsidiary of The Coca-Cola Company, a company listed on the New York Stock Exchange, from August 2005 to October From July 2002 to July 2005, Mr. Zhang was a senior auditor and manager of PricewaterhouseCoopers Zhong Tian CPAs Limited Company. Before that, he worked as an auditor at 197

6 the Shanghai office of Arthur Andersen LLP. Mr. Zhang obtained his dual-bachelor s degrees in accounting and applied mathematics, respectively, in July 1998 from Shanghai Jiao Tong University. He obtained the qualification of certified public accountant from The Chinese Institute of Certified Public Accountants in 2001 and the certificate of medium-level accountant in the same year. As of the Latest Practicable Date, Mr. Zhang did not hold any directorship in any Hong Kong or Mr. PAN Qin ( ), aged 55, is our vice president and chief chef and is primarily responsible for our Group s production and the overall kitchen management. He has been with Xiao Nan Guo restaurants for over 24 years since his joining of the first restaurant under the brand Xiao Nan Guo at Changsha Road, Huangpu District, Shanghai in He was made a vice president of our Group in Mr. Pan is a member of the Master Chef Club of Shanghai Cuisine Association ( ). He was awarded the prizes of China Golden Chef ( ) in 2008 by China Cuisine Association ( ), China Well-renowned Chef ( ) in 2002 by China Central Chamber of Commerce ( ) and China Cuisine Association and the Best Design Award of the Fourth World Competition of Chinese Cuisine ( ) in 2002 by The Organizing Committee of the Fourth World Championship of Chinese Cuisine ( ), respectively. Mr. Pan was also appraised by the Chief Chef Club of Shanghai Restaurants Association ( ) for his active participation in industry events in 2006 and obtained the championship for Shanghai Elite Youth Cooking Selection Event ( ) held by Shanghai Cuisine Association ( ), Shanghai Commercial Commission ( ), Shanghai Food and Beverage Industry Association ( ), Shanghai Tourism Administrative Commission ( ) and Shanghai Tourism Association Hotel Industry Branch ( ) in As of the Latest Practicable Date, Mr. Pan did not hold any directorship in any Hong Kong or Mr. ZHOU Bin ( ), aged 36, is our vice president who is taking charge of banquet sales and marketing related matters. Mr. Zhou joined our Group in November Prior to joining us, he served as a deputy director from February 2006 to October 2008 and a consultant from April 2000 to April 2005 at Shanghai Ogilvy Commercial Consulting Co., Ltd. ( ). From July 1998 to March 2000, he worked at Dun & Bradstreet (Shanghai) Consulting Co., Ltd. ( ( ) ). Mr. Zhou received his bachelor s degree in international enterprise management from Shanghai University of Finance and Economics in As of the Latest Practicable Date, Mr. Zhou did not hold any directorship in any Hong Kong or Mr. SUN Yong ( ), aged 39, is our vice president primarily responsible for development and construction related matters. Mr. Sun joined our Group in August Prior to that, he was a vice president at Shanghai Kungfu Fast Food Management Co., Ltd. ( ) taking charge of construction and development from January 2008 to August From March 2001 to January 2008, Mr. Sun served various positions at Yum! Brands Inc. China Division, including development manager and development senior manager. Mr. Sun received his bachelor s degree in economics from Shanghai International Studies University in June 1995 and a diploma in management from China Europe International Business School in December

7 As of the Latest Practicable Date, Mr. Sun did not hold any directorship in any Hong Kong or Ms. LENG Yijia ( ), aged 36, is a vice president, secretary of the Board, general counsel and a joint company secretary of our Company. She joined our Group in July Ms. Leng has over 12 years of experience in legal and management areas. Prior to joining us, she served as a legal manager, senior legal manger and legal director of Carrefour (China) Managing & Consulting Services Co., Ltd. ( ( ) ), from October 2003 to June 2010, and worked as a legal consultant at Coudert Brothers LLP from August 2000 to September From September 1998 to August 1999, she was an associate at the Shanghai office of Kang Da Law Firm ( ). Ms. Leng received her L.L.B degree from East China University of Political Science and Law in 1998, her L.L.M degree from Temple University in 2001 and her MBA degree from the program jointly sponsored by Tong Ji University and École Nationale des Ponts et Chaussées (ENPC) in Ms. Leng holds the PRC lawyer qualification certificate. As of the Latest Practicable Date, Ms. Leng did not hold any directorship in any Hong Kong or Mr.DUYu( ), aged 41, is a senior director of our Company. Mr. Du joined our Group in April 2011 and is primarily responsible for our supply chain related matters including procurement, logistics, storage and quality control. Mr. Du has over 13 years experience in the food and beverage industry. From 2008 to 2011, Mr. Du served as the purchasing director and general manager of eastern China logistic center & purchasing system at Shanghai Kungfu Fast Food Management Co., Ltd. ( ). Prior to that, he worked at Yum! Consulting (Shanghai) Co., Ltd. ( ( ) ) as a purchasing manager from 1997 to Mr. Du graduated from Shanghai Industry University in the major of material engineering in 1993 and received an MBA degree from Donghua University in He also attended executive education courses at China Europe International Business School from 2008 to As of the Latest Practicable Date, Mr. Du did not hold any directorship in any Hong Kong or Mr. GUAN Zhenyu ( ), aged 37, joined our Group in 2009 and is our senior director taking charge of products development and strategic analysis related matters. He is primarily responsible for research, planning and development of our products as well as management of our restaurants menus. Prior to joining our Group, from 2000 to 2003, Mr. Guan was a key client manager responsible for marketing and sales in Shanxi, Tianjin and Liaoning at Shanghai Siemens Mobile Co., Ltd. ( ), and from 2004 to 2008, a senior manager responsible for marketing and sales for Shanghai Municipal and Zhejiang Province at Siemens Ltd. China ( ). Mr. Guan was granted Award of Outstanding Contribution by Siemens Ltd. China in He was also an auditor at the Shanghai office of Arthur Andersen LLP. Mr. Guan received his bachelor s degree in economics from University of International Business and Economics in As of the Latest Practicable Date, Mr. Guan did not hold any directorship in any Hong Kong or 199

8 JOINT COMPANY SECRETARIES A1A42 Ms. LENG Yijia, serves as our vice president, secretary to the Board, general counsel and one of the joint companies secretaries. Her biography details are set out above in the section headed Senior Management. LR8.17(2) Ms. MOK Ming Wai ( ), aged 40, was appointed as the joint company secretary of the Company on August 30, Ms. MOK is an associate director of KCS Hong Kong Limited, a corporate secretarial and accounting services provider in Hong Kong. She has over 15 years of professional and in-house experience in company secretarial field. Prior to joining KCS Hong Kong Limited, she worked in the Corporate Services Division of KPMG Hong Kong and acted as the company secretary for a group of two Hong Kong Main Board listed companies. She is an associate member of the Hong Kong Institute of Chartered Secretaries and the Institute of Chartered Secretaries and Administrators in United Kingdom. BOARD COMMITTEES Audit Committee The Company has established an audit committee on August 30, The primary duties of the Audit Committee are to review and supervise our internal control and financial reporting process and to maintain an appropriate relationship with our independent auditors, which include, among other things: advising the Board in respect of the appointment, re-appointment and removal of independent auditors, reviewing and approving the compensation of independent auditors, supervising the work of independent auditors and formulating policies in terms of all non-audit services to be provided by independent auditors; reviewing our annual and interim financial statements, our financial control, internal control and risk management system and our financial and accounting policies and supervising the implementation of such policies; and reviewing the procedures for the treatment of complaints received by us regarding our financial reporting process, internal control and other violation of laws and regulations. The Audit Committee comprises Mr. Tsang Henry Yuk Wong, Mr. Weng Xiangwei and Mr. Wang Yu. Mr. Tsang Henry Yuk Wong has been appointed as the chairman of the Audit Committee. Remuneration Committee The Company has established a remuneration committee on August 30, The primary functions of the remuneration committee include determining the policies in relation to human resources management, reviewing the Company s remuneration policies and determining remuneration packages for Directors and senior management members of the Company. The remuneration committee comprises Mr. Wang Yu, Ms. Wang and Mr. Wang Chiwei. Mr. Wang Yu has been appointed as the chairman of the remuneration committee. 200

9 Nomination Committee The Company has set up a nomination committee on August 30, 2011, the primary duties of which are to make recommendations to the Board regarding candidates to fill vacancies on the Board. The nomination committee comprises Mr. Wang Chiwei, Mr. Tang Donald Wei and Mr. Tsang Henry Yuk Wong and is chaired by Mr. Wang Chiwei. Executive Committee The Company has also established an executive committee on August 30, The primary functions of the executive committee is approving certain transactions and undertaking certain day-to-day operations of the Group as delegated by the Board. The executive committee comprises Ms. Wang, Ms. Wu Wen and Mr. Kang Jie. Ms. Wang has been appointed as the chairman of the executive committee. Advisory Committee The Company has further established an advisory committee on August 30, 2011, comprising five members, namely Mr. Chu Yuen Wo, Mr. Chan Raymond, Mr. Yeung Kai Cheung, Ms. Ping Guoqin and Mr. Zhu Fenglin, who have extensive experience in the food, beverage, consumables and chain industries as well as management and operation, nominated and appointed by the Board to advise the Board on market trends and to make recommendations to the Board on the Company s business strategies and plans from time to time. Mr. Chu Yuen Wo was appointed as the chairman of the advisory committee. None of the advisory committee members is a director or employee of our Company or any of our subsidiaries. We currently expect to pay each member of the advisory committee a remuneration of HK$100,000 per annum. Mr. CHU Yuen Wo ( ) is a famous industry expert who has extensive experience in market trends, business strategies and plans in the restaurants industry. During his over 30 years with McDonald s Restaurants (Hong Kong) Ltd., he helped that company open its first McDonald s restaurant in China and made great contribution to its operations and successful expansion in China. He was also in charge of matters relating to franchising and government relations in McDonald s program for 2008 Beijing Olympic Game. Mr. CHAN Raymond ( ) has over 29 years experience in the food and restaurant industry. He is a co-founder of and currently holding the position of chief executive officer at Multi Concepts Link Restaurant Management Ltd., a restaurant chain which primarily engages in the operation of Honeymoon Dessert outlets in the PRC and Singapore. From 1982 to 2002, Mr. Chan served various positions, including director and senior vice president taking charge of operations, at Panda Restaurant Group Inc. Mr. YEUNG Kai Chueng ( ), who served as the chief operation officer of Shanghai Xiao Nan Guo Restaurant from June 2009 to June Mr. Yeung has accumulated enduring experience in the food and beverage area, through his work at famous and reputable companies in this industry, including his positions as the chief executive officer at Shangri-la Group Shang Palace Management Limited, the food & beverage consultant to the Hong Kong Disney Land and the food & beverage director for the Great China Area of IHG Intercontinental Hotel Group. 201

10 Ms. PING Guoqin ( ) held the position of vice president at Shanghai Xiao Nan Guo Group from 2003 to 2008, primarily responsible for financial management. She previously worked in the PRC government for over 15 years. Mr. ZHU Fenglin ( ) has 20 years of experience in operation and management consultation. He is currently the general manager of F&T Consultant Co., Ltd. ( ) and also served as a vice president and consultant at World Class Management Services, Inc. and an operation director of ChinaMgt Technology Co., Ltd. ( ). Our Directors believe that establishment of the advisory committee provides our Company with opportunities to draw upon the valuable experience and expertise of the relevant industry experts, which in turn is highly commercially beneficial to our Company s business operations and planning. The Board is entitled to convene meetings of the advisory committee to discuss any significant transactions or matters proposed to be undertaken by our Group. Such notice to call for a meeting of the advisory committee to discuss over a proposed significant transaction or matter of our Group shall only be valid if the prior consent of at least two of our independent non-executive Directors for calling such meeting has been obtained. Once a meeting of the advisory committee is convened, all members of the advisory committee and the Board are entitled to attend. COMPENSATION OF Our Directors and senior management receive compensation in the form of salaries, allowances, benefits in kind, performance-related bonuses, equity-settled share option expense and pension scheme contributions. We also reimburse them for expenses which are necessarily and reasonably incurred for providing services to us or executing their functions in relation to our operations. For each of the three years ended December 31, 2008, 2009 and 2010 and the five months ended May 31, 2011, the aggregate amount of salaries and other allowances and benefits in kind paid by us to our Directors was RMB3.0 million, nil, RMB1.0 million and RMB1.1 million, respectively. The aggregate amount of remuneration (including fees, salaries, allowances, benefits in kind, performance-related bonuses, equity-settled share option expense and pension scheme contributions) which were paid or payable by the Company to our five highest paid individuals for each of the years ended December 31, 2008, 2009 and 2010 and the five months ended May 31, 2011 was RMB6.1 million, RMB4.1 million, RMB4.4 million and RMB3.0 million, respectively. Other than disclosed in the section headed History and Development Our Corporate History Third Restructuring, no remuneration was paid by the Company to the Directors or the five highest paid individuals as an inducement to join or upon joining our Company or as a compensation for loss of office in respect of the years ended December 31, 2008, 2009 and 2010 and the five months ended May 31, Further, none of our Directors had waived any remuneration during the same period. Under the arrangements currently in force, we estimate the aggregate remunerations and benefits in kind, excluding discretionary bonuses, payable to our Directors for the year ending December 31, 2011 to be approximately RMB1.8 million. 202

11 Each of our executive Directors has entered into a service contract with the Company dated August 30, 2011 and the Company has also entered into letters of appointment with each of our non-executive Directors and independent non-executive Directors. Further details of the terms of the above service contracts and letters of appointment are set out in the section headed Statutory and General Information Further Information about Directors, Management and Staff in Appendix VI to this document. [ ] SHARE OPTION SCHEMES In order to assist us in attracting, retaining and motivating our key employees and senior management, we adopted the [ ] Share Option Schemes on February 10, 2010 and March 15, 2011, respectively, details of which are set out in Appendix VI headed Statutory and General Information Share Option Schemes Summary of Terms of the [ ] Share Option Schemes to this document. SHARE OPTION SCHEME A1A44 The Company has conditionally adopted the Share Option Scheme. A summary of the principal terms of the Share Option Scheme is set out in the paragraph headed Statutory and General Information Share Option Schemes in Appendix VI to this document. 203