irasia.com - China Dongxiang (Group) Co., Ltd.

China Dongxiang (Group) Co., Ltd.
(Incorporated in the Cayman Islands with limited liability)

Corporate Governance

Audit Committee

We established an audit committee on 12 September 2007 with written terms of reference in compliance with Rule 3.21 of the Listing Rules and paragraph C3 of the Code on Corporate Governance Practices as set out in Appendix 14 of the Listing Rules. The audit committee consists of three independent non-executive Directors, Dr. Xiang Bing, Mr. Xu Yudi and Mr. Jin Zhi Guo. The Audit Committee is chaired by Mr. Xu Yudi. The primary duties of the audit committee are to assist the Board to provide an independent view of the effectiveness of the financial reporting process, internal control and risk management system of our Company, to oversee the audit process and to perform other duties and responsibilities as assigned by the Board.

Remuneration Committee

We established a remuneration committee on 12 September 2007 with written terms of reference in compliance with paragraph B1 of the Code on Corporate Governance Practices as set out in Appendix 14 of the Listing Rules. The remuneration committee consists of three members, two of whom are independent non-executive Directors, being Dr. Xiang Bing and Mr. Xu Yudi, and an executive Director, Mr. Chen. The remuneration committee is chaired by Dr. Xiang Bing. The primary duties of the remuneration committee include (without limitation):

making recommendations to our Directors on our policy and structure for all remuneration of directors and senior management and on the establishment of a formal and transparent procedure for developing policies on such remuneration;
determining the terms of the specific remuneration package of our Directors and senior management;
reviewing and approving performance-based remuneration by reference to corporate goals and objectives resolved by our Directors from time to time; and
considering and approving the grant of share options to qualified participants pursuant to the Share Option Scheme conditionally adopted by our Company pursuant to a resolution passed by our Shareholders on 12 September 2007.

Executive Committee

We established an Executive Committee on 17 December 2007 with written terms of reference in compliance with the Code on Corporate Governance Practices as set out in Appendix 14 of the Listing Rules.

The chairman of the Executive Committee (the "Chairman") shall be an executive director an Mr. Qin Dazhong shall be the Chairman until the members of Executive Committee otherwise determine. In the absence of the Chairman, the remaining members of the Executive Committee shall elect one of their members to chair the Meeting.

The Executive Committee is authorized by the Board to investigate any activity within this Terms of Reference. It is authorized to seek any information it requires from any employ of the Company, and all employees will be directed to co-operate with any request made by the Executive Committee. The Executive Committee is authorized by the Board to consult the chairman or the chief executive officer of the Company and have access to professional advice at the Company's expense if considered necessary. The Executive Committee shall be provided with sufficient resources to discharge its duties.

Terms of Reference

The Board and its committees have adopted terms of reference which define their roles and responsibilities. These, together with the Memorandum and Articles of Association for the Company, can also be viewed here:

Audit Committee terms of Reference

Remuneration Committee terms of reference

Executive Committee Terms of Reference

Memorandum and Articles of Association

updated 1st July, 2010

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