REMUNERATION COMMITTEE - TERMS OF REFERENCE

(Adopted by Board of Directors on March 1, 2007)

AUTHORITY

1.   The Committee shall have unrestricted access to the senior management to obtain any  remuneration related information it requires in order to perform its duties and responsibilities.

1. The Committee is authorised to obtain independent professional advice in accordance with the procedures adopted by the Company from time to time and to secure the attendance of any external professional with relevant experience and expertise if it considers necessary. 

RESPONSIBILITIES

The Committee shall have the following responsibilities :-

1. to make recommendations to the board of directors (“Board”) on the Company'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;

1. 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;

1. to review and approve performance-based remuneration by reference to the performance of the Company;

1. 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;

1. 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;

1. to ensure that no director or any of his associates is involved in deciding his own remuneration; and

1. to advise shareholders on how to vote with respect to any service contracts of directors that require shareholders’ approval under the Stock Exchange Listing Rules.

MEETINGS

1. The Committee shall meet at least once a year.

1. The quorum of the meeting shall be any two Members.

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