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Corporate Governance

1、About controlling shareholders and the listed company:The controlling shareholder of the Company has not acted in a way that exceeds the limit of their authority to, directly or indirectly, intervene in the decision-making processes or production and operational activities of the Company, or has performed any acts that damage the interests of the Company and other shareholders. The controlling shareholder is independent from the Company in respect of employees, assets, finance, organizations and business. The Boards of Directors and the Supervisory Comittee and other internal authorities of the Company operate independently.

2、About directors and the Board of Directors: The Company selects and appoints directors in strict compliance with the procedures stipulated in the Articles of Association, and the number of members and composition of the Board of Directors are in conformity with the applicable laws, regulations, and the Articles of Association. The Articles of Association clearly defines the rules of procedures for Board meetings. The Company has formulated The Board Diversity Policy. As at 31 December 2015, the Board had eleven directors (including one female director), four of which were independent non-executive Directors who are respectively professionals in accounting, law and strategic fields, which complied with the provisions of The Code of Corporate Governance for Listed Companies and development needs of the Company. The Board has established four standing committees, namely, Strategic Committee, Audit Committee, Nomination Committee, and Compensation and Appraisal Committee. The Company has also set the scope of authority and implementation rules for respective standing committees.

3、About supervisors and the Board of Supervisors: The Company selects and appoints supervisors in strict compliance with the procedures stipulated in the Articles of Association, and the number of members and composition of the Supervisory Committee are in conformity with the applicable laws, regulations and the Articles of Association. Supervisors of the Company act independently and effectively exercise their supervision and examination rights over the directors and senior management of the Company. The Supervisory Committee conducts meetings regularly and convenes extraordinary meetings in a timely manner whenever necessary. the Articles of Association has stipulated the rules of procedures for the meetings of the Supervisory Committee.

4、About the performance evaluation and incentive and restraint mechanism: The Company has actively formulated performance assessment standards and procedures for its senior management, and amended and refined the standards and procedures in a timely manner. As of the end of the reporting period, the two tranches of restricted A Shares under the two Incentive Schemes implemented by the Company has been unlocked, as the conditions for unlocking the aforementioned restricted A Shares have been satisfied., the tranches meet the corresponding unlock conditions and has been unlocked separately. Meanwhile, further improved the incentive mechanisms for senior management and key personnel, in order to promote long-term and stable development of the Group.

5、About the stakeholders: The Company fully respects the legal rights of shareholders, employees, consumers, suppliers, communities and other stakeholders, and ensures adequate communication in multi-channels, to jointly push forward the sustained and healthy development of the Company.

6、About information disclosure: The Company fully fulfills its information disclosure obligation in strict compliance with laws and regulations as well as the requirements stipulated in the Administration Measures for Information Disclosure issued by China Securities Regulatory Commission, the Guidelines for Management System of Information Disclosure of the Listed Companies issued by Shanghai Stock Exchange, the Articles of Association and the Regulation on Information Disclosure issued by the Company. Meanwhile, the Company has drafted the Management System for External Information Reporting and Use, the Management System for the Insiders of inside Information, and the Accountability System for Material Errors in Annual Report Information Disclosure, and has fully implemented those systems to ensure the timely, fair, accurate and complete information disclosure. In addition to the information subjected to statutory disclosure requirements, the Company periodically publishes its self-assessment report on internal controls and corporate social responsibility report to the public and retains professional institutions to provide the Company with examination/audit opinions to fully illustrate the transparent and standardized operations of the Group. The Company values the communication and interaction with its investors and formulates the Management Measures for Investor Relations and other relevant systems so as to ensure that the investors can acquire the public information of the Company fairly and timely.