Remuneration Committee - Terms of Reference

The Remuneration Committee was set up by the board of directors of the Company ("Board") on 30th June, 2008.

1. Membership

1.1	The Committee shall comprise of no less than 3 members, each being appointed by the Board. A majority of the members shall be independent non-executive directors.
1.2	The Chairman of the Committee shall be appointed by the Board and shall be an independent director.

2. Meetings

2.1	The Committee shall meet at least once a year.
2.2	The quorum of the Committee shall be any two members.
2.3	Resolutions of the Committee at any meeting shall be passed by a majority of votes of the members present.
2.4	The Company Secretary shall circulate the minutes of meetings and reports of the Committee to all members of the Board.
2.5	The attendance of members at meetings of the Committee shall be recorded by the Company Secretary and disclosed in the corporate governance report annually.

3. Authority

3.1	The Committee shall consult the Chairman of the Board and/or Chief Executive Officer about their proposals relating to the remuneration of other executive directors and senior management, and have access to professional advice if considered necessary.
3.2	The Committee is authorised by the Board to seek any remuneration related information it requires from senior management of the Company in order to perform its duties.
3.3	The Committee should be provided with sufficient resources to discharge its duties.
3.4	No member of the Committee should be involved in deciding his own remuneration.

4. Responsibilities

The Committee shall have the following responsibilities:-

4.1	to make recommendations to the Board on the Group's policy and structure for all remuneration of directors and senior management and on the establishment of a formal and transparent procedure for developing policy on such remuneration, and make recommendations on annual remuneration review;
4.2	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 of the remuneration of non-executive directors. The Committee should consider factors such as salaries paid by comparable companies, time commitment and responsibilities of the directors, employment conditions elsewhere in the Group and desirability of performance-based remuneration;
4.3	to review and approve performance-based remuneration by reference to corporate goals and objectives resolved by the Board from time to time;
4.4	to review and approve the compensation payable to executive directors and senior management in connection with any loss or termination of their office or appointment to ensure that such compensation is determined in accordance with relevant contractual terms and that such compensation is otherwise fair and not excessive for the Company;
4.5	to review and approve compensation arrangements relating to dismissal or removal of directors for misconduct to ensure that such arrangements are determined in accordance with relevant contractual terms and that any compensation payment is otherwise reasonable and appropriate;
4.6	to ensure that no director or any of his associates is involved in deciding his own remuneration; and
4.7	to advise shareholders on whether the terms of service contracts are fair and reasonable that require shareholders?approval under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

5. Miscellaneous

The English text of this terms of reference will prevail over the Chinese text in case of any inconsistency.

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