The function of the Remuneration and Appraisal Committee is to establish a formal and transparent procedure and policy for setting a remuneration mechanism of directors and senior management. The Remuneration and Appraisal Committee has been established with specified written terms of reference which clearly stated the Committee's authority and duties, among which including:

1. to review and consider the level, policy and structure of remuneration of directors and senior management, and to establish a formal and transparent procedure for developing remuneration policy, and make recommendations to the Board

2.to consider the remuneration proposals for Directors and senior management, and to ensure that no Director or senior management or any of their associates is involved in the determination and decision of his or her own remuneration;

3.to consider the remuneration packages of executive Directors and senior management, including benefits in kind and pension entitlements etc.; and make recommendations to the Board on the remuneration of non-executive directors;

4.to make recommendations to the Board on the directors’ and senior management’s participation in the incentive remuneration scheme and the share scheme, including benefits obtained from bonuses, share options, share awards or other similar schemes and the operation and supervision of these schemes; and

5.to review and/or approve matters relating to share schemes under Chapter 17 of the Listing Rules.