Senior management

Board of Supervisors composition

The Company shall have a Board of Supervisors, which is a supervisory organ of the Company accountable to the Shareholders’general meeting and monitoring the behaviors of the senior management members such as the financial controllers, directors and President so as to prevent them from abusing their powers and infringing the interests of Shareholders. The Board of Supervisors of the Company shall be composed of five supervisors, including shareholder representative supervisors, external supervisors and employee representative supervisors. The Board of Supervisors shall have one chairman who shall have relevant accounting, audit, financial or legal professional knowledge and experience.

Shareholder representative supervisors shall be elected, replaced or dismissed by the Shareholders' general meeting, and shall be nominated by the Board of Supervisors or shareholders who separately or jointly hold 3% or more of the shares of the Company with voting rights. Employee representative supervisors shall be elected, replaced or dismissed through democratic procedures such as the meetings of employees' representatives. External supervisors shall be nominated by the Board of Supervisors or shareholders who separately or jointly hold 1% or more of the shares of the Company with voting rights, and elected, replaced or dismissed by the Shareholders' general meeting.

The Board of Supervisors shall perform the following duties

(1)Inspecting the Company's financial affairs;

(2)Supervising the performance of Directors and senior management members and proposing the removal of Directors and senior management members who are in breach of the laws, regulations, the Articles of Association or the resolutions of the Shareholders’ general meeting;

(3)Urging directors, President and other senior management members of the Company to correct their acts which impair the interests of the Company;

(4)Proposing to convene an extraordinary general meeting, and convene and preside over shareholders’ general meetings when the Board of Directors fails to perform such duties

(5)Proposing resolutions at a shareholders’ general meeting;

(6)Negotiating with directors or senior management of the Company on behalf of the Company, or initiating litigation against them;

(7) Proposing to convene an extraordinary meeting of the Board of Directors;

(8)Electing Chairman of the Board of Supervisors;

(9)Formulating the rules of procedures for the Board of Supervisors;

(10)Proposing the remuneration package of supervisors;

(11)Other functions and powers provided by the laws, regulations, regulatory documents, securities regulatory authorities where the Company's shares are listed, and the Articles of Association.

Supervisors are present at the board meetings and raise questions or suggestions on matters to be resolved by the directors.

The meetings of the Board of Supervisors are divided into regular meetings and extraordinary meetings. The meetings of the Board of Supervisors shall be convened at least once a quarter. The Board of Supervisors shall inform all its members in writing ten days prior to the date of the meeting.

A meeting of the Board of Supervisors shall not be convened unless two-thirds or more of the supervisors (including those who have appointed other supervisors to attend the meeting on their behalf) are present. The resolutions of the meeting of the Board of Supervisors shall be passed by not less than two-thirds (inclusive) of the supervisors.