Corporate Governance

Part A: Audit Committee

Members:	Mr. NG Ming Wah, Charles (Chairman) Mr. Andrew Y. YAN Mr. LIU Ji Mr. LIU Jipeng
Secretary:	Mr. HUI Yick Lok, Francis
Duties:	The Audit Committee comprises four independent non-executive directors of the Company. The Audit Committee meets at least twice annually. Authorised by the board of directors of the Company (the "Board"), the Audit Committee is to review and discuss matters relating to audit, accounting and financial statements as well as internal control and risk management within its terms of reference and may obtain external legal or other independent professional advice when necessary. The Audit Committee reports directly to the Board.
Terms of reference	The main terms of reference of Audit Committee are: To independently audit the efficiency of financial report procedure and internal control system of the Group, discuss the employment of independent auditor and examine the efficiency and quality of his or her job.

Part B: Remuneration Committee

Members:	Mr. Andrew Y. YAN (Chairman) Mr. NG Ming Wah, Charles Mr. LIU Ji Mr. ZHANG Disheng Ms. LIU Wei
Secretary:	Mr. HUI Yick Lok, Francis
Duties:	The Remuneration Committee comprises five members, including two executive directors and three independent non-executive directors of the Company. Authorised by the Board, the Remuneration Committee is to make recommendations on the Company's policy and structure for all remuneration of directors and senior management and on the establishment of a set of formal and transparent procedure for developing the policy for such remuneration as well as to determine the specific remunerations packages of all executive directors and senior management and to perform other tasks within its terms of reference. The Remuneration Committee may obtain external legal or other independent professional advice when necessary. The Remuneration Committee reports directly to the Board.
Terms of reference	The main terms of reference of Remuneration Committee are: To discuss and review the remuneration policy and treatment etc. of the directors and senior management, and to establish and maintain a transparent procedure for the remuneration of them.

Part C: Investment Committee

Members:	Mr. DUAN Yongji ( Chairman) Mr. SHI Yuzhu Mr. YAN yan Mr. ZHANG Disheng Mr. CHEN Xiaotao
Secretary:	Mr. HUI Yick Lok, Francis
Duties:	The Investment Committee comprises five members, including four executive director and one non-executive director. Authorized by the Board, the Investment Commmittee is to collect and peruse the investment report provided by the operating subsidiaries, joint venture companies and operating departments; peruse and consider the investment suggestions, and then submit The recognized suggestions and ideas to the Board.
Terms of reference	The main terms of reference of Investment Committee are: to peruse all the investment projects of the Group, and approve the projects with investment amount not more than 30 million HK dollars.

Part D: Code on Corporate Governance Practices

In 2005, the Company took measures to enhance its corporate governance practices so as to comply with the requirements of the code provisions of the Code on Corporate Governance Practices ("CPs") as set out in Appendix 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). These included, inter alia, modification of the Company's articles of association and the terms of reference of its Audit Committee and the establishment of its Remuneration Committee.

In the opinion of the directors of the Company ("Directors" or individually, "Director"), for the year ended 31 March 2006, the Company has complied with the CPs.

Part E: Code for Securities Transactions by Directors

The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 of the Listing Rules (the "Model Code") as the code for securities transactions by the Directors. The Company has made specific enquiry of all Directors and has received a written confirmation from each Director confirming that he/she has complied with the Model Code for the year ended 31 March 2006 in relation to his/her securities dealings, if any.

To enhance its corporate governance, the Company has also established a written guideline on no less exacting terms than the Model Code for the senior management of the Company (other than the Directors) and the employees of the Group, who may be in possession of unpublished price-sensitive information.