We believe that our Board includes a balanced composition of executive and non-executive Directors (including the independent non-executive Directors) so that our Board can effectively exercise independent judgement. We are also committed that our independent non-executive Directors should be of appropriate calibre. Our independent non-executive Directors are free of any business or other relationships which could interfere in any material manner with the exercise of their independent judgement.

In view of the overlapping directorships of Mr. Zhang Mingao and Ms. Wang Yun, in our Company and China Everbright Limited, the following measures have been adopted by us in respect of the enforceability of the Deed of Non-Competition and to strengthen our corporate governance practise to safeguard the interests of the Shareholders:

• － the Articles of Association provide that any Director and his associates shall abstain from attending and voting at Board meetings in case of any issues of conflict of interests being put to be decided by members of the Board. In the event that any Director (including Mr. Zhang Mingao and Ms. Wang Yun) is required to abstain from participating in any relevant Board meetings as aforesaid, the other executive Directors together with all the non-executive and independent non-executive Directors will maintain the effective functioning of the Board by leveraging on their collective expertise and business experience;

• － our independent non-executive Directors will hold an annual meeting to review the compliance of our Controlling Shareholder with the Deed of Non-Competition and to evaluate the effective implementation of the Deed of Non-Competition;

• － we will disclose decisions on matters reviewed by independent non-executive Directors relating to the enforcement of the Deed of Non-Competition (if any) in our annual report or, where our Board considers it appropriate, by way of an announcement; and

• － our Controlling Shareholder will make an annual confirmation as to compliance with the Deed of Non-Competition for inclusion in our annual report.

Further, any transaction that is proposed between us and our Controlling Shareholders or their respective associates will be required to comply with the requirements of the Listing Rules, including, where applicable, the reporting, announcement and independent shareholders’ approval requirements.

The Board is committed to maintaining good corporate governance standards as well as achieving a high standard of corporate governance as an essential component of quality and has applied corporate governance practices appropriate to the conduct and growth of business of the Group.