DIRECTORS AND SENIOR MANAGEMENT

Transcription

1 DIRECTORS The following table sets forth certain information concerning our Company s Directors. There is no family relationship between any of our Directors. Name Age Position Mr. ZHANG Gang ( ) Executive Director/ Chairman Mr. LU Wenbing ( ) Executive Director/ Chief Executive Officer Mr. YEUNG Yiu Keung ( ) Executive Director/ Chief Operating Officer Mr. WANG Daizong ( ) Executive Director/ Chief Financial Officer Mr. ZHANG Zhanhai ( ) Executive Director/ Senior Vice President/ Head of northern China region Ms. KOU Zhifang ( ) Executive Director/ Senior Vice President/ Head of eastern China region Ms. LI Baofang ( ) Executive Director/ Senior Vice President/ Head of southern China region Mr. CHEN Hongkai ( ) Non-executive Director Mr. Nishpank Rameshbabu KANKIWALA Non-executive Director Dr. XIANG Bing ( ) Independent non-executive Director Mr. YEUNG Ka Keung ( ) Independent non-executive Director Mr. SHIN Yick, Fabian ( ) Independent non-executive Director Executive Directors ZHANG Gang ( ), aged 43, is our co-founder. Mr. Zhang is an executive Director and Chairman of our Company. In July 2001, he was appointed as a director of Little Sheep PRC. He is responsible for the operation of our Board and the key decision-maker of our Group. Mr. Zhang founded the first Little Sheep restaurant in Inner Mongolia in 1999 and has played a vital role in the development of our Group since its commencement in July Mr. Zhang holds an interest of 25.50% shares in Possible Way, which is the Controlling Shareholder of our Company. Mr. Zhang is an experienced entrepreneur and has over nine years of experience in the catering industry. Currently, he is studying in the Executive Master of Business Administration program at the Guanghua School of Management of Peking University. He is a deputy member of the People s Congress in Inner Mongolia. LU Wenbing ( ), aged 40, is an executive Director and Chief Executive Officer of our Company. Mr. Lu joined our Group in Mr. Lu holds an interest of 5.57% shares in Possible Way, which is the Controlling Shareholder of our Company. Before joining our Group, Mr. Lu served as an Investment Controller and Vice President of Inner Mongolia Mengniu Milk Industry (Group) Co., Limited ( ) and had also served as Deputy General Manager of the Third Investment Banking Department and Chief Representative of the Inner Mongolia Representation Office of Everbright Securities Co., Ltd where he had obtained management experiences. In 2005, he obtained a master s degree in Executive Business Administration from Renmin University of China. In 2002, he obtained a master s degree of Laws in International Economic Law from China University of Political Science and Law. In 1989, Mr. Lu obtained a bachelor s degree of Business Administration from Inner Mongolia Finance and Economics College. YEUNG Yiu Keung ( ), aged 45, is an executive Director and Chief Operating Officer of our Company. Mr. Yeung joined the Group in October Mr. Yeung holds an interest of 1.03% shares in Possible Way, which is the Controlling Shareholder of our Company. Mr. Yeung has over

2 years of experience in the food and beverage industry. Mr. Yeung began his career at Price Waterhouse Hong Kong in He spent eight years with Price Waterhouse s Hong Kong, Chicago and Los Angeles offices and was a tax manager before his departure in From 1994 to 1997, he was the Chief Financial Officer of Pizza Hut Indonesia. He then became the Finance Director of Wybridge Holdings Limited and the Chief Financial Officer of Birdland Taiwan KFC from 1997 to In 1999, Mr. Yeung moved back to Hong Kong and assumed the role of Managing Director of Birdland (Hong Kong) Limited, a franchisee of KFC for the Special Administrative Regions of Hong Kong and Macau. He was the Chief Executive Officer and Principal Operator of Birdland (Hong Kong) Limited until August Mr. Yeung holds a bachelor degree of Science from the University of Oregon, a master s degree in Business Administration from the Kellogg School of Management of Northwestern University and the Hong Kong University of Science and Technology. He was a member of the Illinois Institute of Certified Public Accountants. WANG Daizong ( ), aged 33, is an executive Director and Chief Financial Officer of our Company. Mr. Wang joined Little Sheep PRC as Senior Vice President in October Mr. Wang holds an interest of 1.63% shares in Possible Way, which is the Controlling Shareholder of our Company. He has been in charge of finance, strategy and planning, and human resources. From 2005 to 2007, Mr. Wang was a Director of 3i Asia Pacific plc. where he originated and executed 3i s investment in Little Sheep PRC in Mr. Wang was nominated by 3i and appointed as a director of China XFY in June He then resigned as a director of China XFY as representative of 3i after he left 3i and was subsequently appointed as a Director of our Company in December From 2001 to 2005, Mr. Wang had worked in the investment banking division of Goldman Sachs (Asia) LLC initially as an Associate and subsequently executive director, where he executed a number of mergers and acquisitions as well as capital markets transactions. Mr. Wang was an investment consultant at Morningside Group from 1998 to 1999, and a management consultant at Coopers & Lybrand Consulting from 1996 to Mr. Wang obtained a master s degree of Business Administration from the Wharton School of the University of Pennsylvania in 2001, and a bachelor s degree of Engineering from Shanghai Jiao Tong University ( ) in ZHANG Zhanhai ( ), aged 40, is an executive Director and Senior Vice President of our Company and General Manager of northern PRC region. He joined Little Sheep PRC in November 2001, serving as General Manager of northern PRC region. In September 2004, he was appointed as a director of Little Sheep PRC. He is responsible for legal affairs and overall brand management of our Group as well as the overall management of the northern PRC region. Mr. Zhang holds an interest of 4.50% shares in Possible Way, which is the Controlling Shareholder of our Company. Before joining Little Sheep PRC, Mr. Zhang worked as Deputy Director of the Beijing Office of Hengshui Municipal People s Government in Hebei, PRC. Mr. Zhang obtained a bachelor s degree of Business Administration from Northeastern University in July He completed the Advanced Management Program for Senior Managers under the Executive Development Program at the Guanghua School of Management of Peking University and is currently admitted to the Executive Master of Business Administration course at Tsinghua University. Mr. Zhang has over 10 years of experience in the catering industry. He is elected as a Deputy General Secretary of the Hot Pot Cuisine Committee ( ) under the Hot Pot Committee of China Cuisine Association ( ) and a member of the executive council of China Chain Store & Franchise Association ( ). KOU Zhifang ( ), aged 42, is an executive Director and Senior Vice President of our Company and General Manager of the eastern PRC region. She is responsible for overseeing the 129

3 overall business management of our Group in the eastern PRC region. Since our Group s commencement of business in 2001, she has played a vital role in its development in eastern China. Ms. Kou holds an interest of 7.39% shares in Possible Way, which is the Controlling Shareholder of our Company. Ms. Kou is an experienced entrepreneur and has over eight years of experience in the catering industry. Before joining Little Sheep PRC, Ms. Kou was the head of the personnel department of Inner Mongolia Dianjiansan Corporation ( ) and has more than 11 years of experience in that industry. Ms. Kou obtained a postgraduate diploma from the Chinese Academy of Social Sciences in She is currently studying in the Advanced Management Program for Senior Managers under the Executive Development Program at the Guanghua School of Management of Peking University. LI Baofang ( ), aged 42, is an executive Director and Senior Vice President of our Company and General Manager of the southern PRC region. Since our Group s commencement of business in 2001, Ms. Li has been responsible for overseeing the overall business management of our Group in the Southern PRC region. She has played a vital role in our Group s development in south China. Ms. Li holds an interest of 6.13% shares in Possible Way, which is the Controlling Shareholder of our Company. Ms. Li is an experienced entrepreneur and has over eight years of experience in the catering industry. Before joining Little Sheep PRC, Ms. Li was a Director of the General Office of Inner Mongolia Construction Machinery Factory ( ) and has over 11 years of experience in that industry. Ms. Li obtained a postgraduate diploma from the Chinese Academy of Social Sciences in She is currently studying in the Advanced Management Program for Senior Managers under the Executive Development Program at the Guanghua School of Management of Peking University. Non-executive Directors CHEN Hongkai ( ), aged 40, is our co-founder. Mr. Chen played a vital role in the founding of our Group s business with Mr. Zhang Gang since 1999 and with his extensive experience in the catering industry, contributed to our Group s further development and expansion. Mr. Chen had been acting as a non-executive Director of our Group during the Track Record Period. Mr. Chen holds an interest of 18.36% shares in Possible Way, which is the Controlling Shareholder of our Company. Mr. Chen is an experienced entrepreneur and has over eight years of experience in the catering industry. Currently, he is studying at the Guanghua School of Management of Peking University, majoring in financial investment. Nishpank Rameshbabu KANKIWALA, aged 50, is our non-executive Director. Mr. Kankiwala joined our Group in June 2006 as a non-executive director of China XFY. Mr. Kankiwala holds an interest of 0.07% shares in Possible Way, which is the Controlling Shareholder of our Company. Mr. Kankiwala has been the Chief Executive Officer of Mayborn Group Limited since From 2003 to 2005, he acted as the President of Burger King International. Before joining Burger King International, Mr. Kankiwala spent nine years working at PepsiCo Beverages International. He joined PepsiCo Beverages International in Ireland in 1994 as the General Manager of the International Concentrate Business, and he was the Vice President of Operations, Sales, Franchise VP Africa from 1996 to From 2000 to 2003, he acted as the President of the Europe Business Unit of PepsiCo Beverages International. From 1979 to 1994, Mr. Kankiwala worked at Unilever where he held a number of marketing, sales, operations and general management roles in Europe, Asia and the USA. Mr. Kankiwala has entered into a consultancy agreement with 3i to facilitate introductions for private equity transactions in Europe. The consultancy agreement is expected to 130

4 expire at the end of June As non-executive director of China XFY and as a non-executive Director of the Company, he does not represent the interests of 3i. Mr. Kankiwala obtained a bachelor s degree of Science (Chemical Engineering) with first class Honors from the University of London in 1979, and he was admitted to the Fellowship of University College of London in Independent non-executive Directors Dr. XIANG Bing ( ), aged 45, joined our Group in May 2008 as our independent nonexecutive Director and also serves as Chairman of our Remuneration Committee. Dr. Xiang obtained a bachelor s degree of Engineering from Xi an Jiaotong University in 1983 and a doctoral degree in philosophy of accounting from the University of Alberta, Canada in Dr. Xiang is currently the founding dean and professor of the Cheung Kong Graduate School of Business. He has extensive experience in cooperating with multi-national corporations to offer professional programs regarding, in particular, corporate governance and internal control, to their senior executives. He is currently an independent non-executive director and a committee member of the audit committee of Dan Form Holdings Company Limited, HC International, Inc., Jutal Offshore Oil Services Limited and China Dongxiang (Group) Co., Ltd., all of which are companies listed on the Stock Exchange. He is also an independent director of Shenzhen Terca Technology Co., Ltd. ( ) and TCL Corporation (TCL ), all of which are listed on the Shenzhen Stock Exchange. He is also an independent non-executive director of LDK Solar Co. Ltd., Perfect World Co., Ltd., and E- House (China) Holdings Limited, all of which are listed on the New York Stock Exchange. He was a director of Wuhan Jianmin Pharmaceutical Groups Co., Ltd., which is a company listed on the Shanghai Stock Exchange. He was also a director of Shaanxi Qinchuan Machine Development Co., Ltd. ( ) and Guangdong Midea Electric Appliances Co., Ltd. ( ), all of which are listed on the Shenzhen Stock Exchange. YEUNG Ka Keung ( ), aged 48, joined our Group in May 2008 as our independent nonexecutive Director and also serves as Chairman of our Audit Committee. Mr. Yeung is the executive Vice President and Chief Financial Officer of Phoenix Satellite Television Co. Ltd. and Phoenix Satellite Television Holdings Limited, a company listed on the Stock Exchange ( Phoenix Group ), in charge of corporate finance, human resources and administration. He is also the qualified accountant and company secretary of Phoenix Satellite Television Holdings Limited. Mr. Yeung joined Phoenix Group in March 1996 and has been in charge of all of Phoenix s Group internal and external financial management and arrangements as well as the supervision of administration and personnel matters. Mr. Yeung graduated from the University of Birmingham and remained in the United Kingdom until 1992 after obtaining his qualification as a chartered accountant with the Institute of Chartered Accountants in England and Wales. Upon returning to Hong Kong, he worked at Hutchison Telecommunications and STAR in the field of finance and business development. SHIN Yick, Fabian ( ), aged 39, joined our Group in May 2008 as our independent nonexecutive Director. He also serves as Chairman of our Nomination Committee. Mr. Shin has extensive experience in investment banking, auditing and financial management. He is currently the managing director of ICEA Capital Limited and has worked in several investment banks. Mr. Shin graduated from the University of Birmingham in England with a bachelor s degree in Commerce and he worked in one of the international accounting firms as well as financial controller of a listed company in Hong Kong. Mr. Shin is also an independent director of C & O Pharmaceutical Technology (Holdings) Limited, a company listed on Singapore Exchange Securities Trading Limited. Mr. Shin is a fellow member of Hong Kong Institute of Certified Public Accountants, Association of Chartered Certified 131

5 Accountants, Institute of Chartered Secretaries and Administrators and the Hong Kong Institute of Company Secretaries. SENIOR MANAGEMENT The following table sets forth certain information concerning our Company s senior management. There is no family relationship between any of the senior management. Name Age Position Mr. LAN Jianhua ( ) Chairman of Supervisory Committee Mr. WANG Jianhai ( ) Vice President of Finance Mr. SU Xiaofeng ( ) Vice President of Administrative and Public Relation Mr. CHEN Shi ( ) Vice President of Operation Mr. LEE Kwok Wa ( ) Director of Strategy and Planning, Company Secretary and Qualified Accountant LAN Jianhua ( ), aged 63, is our Chairman of Supervisory Committee of Little Sheep PRC. Mr. Lan joined our Group in 2001 and served as a General Manager from June 2001 to June He is currently overseeing the daily operations of our head office in Baotou. From 1993 to 2001, he was with Baotou First Heat and Power Plant ( ) and served as a Director, Executive Vice President and General Manager of Baotou Tian Wai Tian Hotel ( ). He obtained a qualification certificate of economist management ( ) in 1989 and a qualification certificate of senior administrative specialist ( ) in WANG Jianhai ( ), aged 37, is our Vice President of Finance of our Company. He is responsible for the financial management of the Group. He joined our Group in 2004 and has played a vital role in the development of our Group. Before joining our Group, he was a Financial Manager of Mengniu Diary Tai an Co., Ltd. ( ). In 2002, he obtained a qualification certificate of accounts issued by the Ministry of Finance of PRC ( ). In 1994, he obtained a bachelor s degree in Corporate Management from Inner Mongolia Finance and Economics College ( ). SU Xiaofeng ( ), aged 40, is our Vice President of our administrative and public relations department. He joined our Group in 2007 and is mainly responsible for administrative work and public relation affairs of our Group. Mr. Su obtained a bachelor s degree of Physics from Inner Mongolia Nationalities College of Education ( ) in Mr. Su served as Deputy Secretary for Bureau of Commerce of Kun District of Baotou ( ), Deputy Party Secretary ( ) and the Head of Bureau of Trade and Economy of the Kun District of Baotou ( ) before joining our Group. CHEN Shi ( ), aged 44, joined our Group in January 2008 as our Vice President of Operations. Mr. Chen has over 10 years of experience in the franchise business and chain operations. Between 1992 and 2003, Mr. Chen had worked for China National Bluestar (Group) Corporation ( ), Malan Noodle Fast Food Chain Store Co. Ltd. ( ) and China Chonche Auto Service (Group) Corporation ( ). In 2003, Mr. Chen established Beijing Keybox Consulting Company ( ) and specialized in providing consulting services for chain operations and management. Mr. Chen obtained a bachelor s degree in Chinese Medicine from the Gansu College of Traditional Chinese Medicine in Mr. Chen also completed a postgraduate program in Experimental Traditional Chinese Medicine at 132

6 Chengdu College of Traditional Chinese Medicine in 1988, and another postgraduate program in public relations at the Evening University of Lanzhou University in Mr. Chen is one of the editors of (Guidelines to Franchise Management System). Mr. Chen is a member of the China Chain Store & Franchise Association ( ) and the Fast Food Professional Committee of the China Cuisine Association ( ). LEE Kwok Wa ( ), aged 42, joined our Group in January 2008 as our Director of Strategy and Planning, Company Secretary and Qualified Accountant. Mr. Lee is responsible for overseeing our Group s company secretarial matters and assisting our senior management in strategic planning and internal control. He has over ten years of experience in accounting, financial control, corporate finance and mergers and acquisitions through his prior employment with international law firms and listed and unlisted companies in Hong Kong. Mr. Lee obtained a bachelor s degree in Social Sciences from the University of Hong Kong in 1989, a master s degree in Business Administration from the University of Western Australia in 1995 and a bachelor s degree in Laws from the University of London in Mr. Lee is a fellow member of the Association of Chartered Certified Accountants. He was also admitted as a solicitor in the High Court of Hong Kong. QUALIFIED ACCOUNTANT AND COMPANY SECRETARY Details of the qualifications and experience of Mr. Lee Kwok Wa are set out in paragraph headed Senior Management in this section. Audit Committee We have established the Audit Committee in compliance with the Code of Best Practice as set out in Appendix 14 of the Listing Rules with terms of reference. The primary duties of the Audit Committee are to review and supervise our financial reporting process and internal control system. The Audit Committee shall comprise three Directors not involved in our day-to-day management, who shall be appointed by the Board. The Audit Committee currently comprises Mr. Yeung Ka Keung, Mr. Shin Yick, Fabian and Dr. Xiang Bing and is chaired by Mr. Yeung Ka Keung. Remuneration Committee We have established the Remuneration Committee with written terms of reference as suggested under the Code on Corporate Governance Practice set out in Appendix 14 of the Listing Rules. The primary functions of the Remuneration Committee include determining the policies in relation to human resources management, reviewing our remuneration policies and determining remuneration packages for our Directors. The Remuneration Committee consists of Dr. Xiang Bing, Mr. Yeung Ka Keung, Mr. Shin Yick, Fabian, Mr. Zhang Gang and Mr. Lu Wenbing and is chaired by Dr. Xiang Bing. Nomination Committee We have has also set up the Nomination Committee, the primary duties of which are to make recommendations to the Board regarding candidates to fill vacancies on the Board. The Nomination Committee comprises Mr. Shin Yick, Fabian, Mr. Yeung Ka Keung, Dr. Xiang Bing, Mr. Zhang Gang and Mr. Yeung Yiu Keung and is chaired by Mr. Shin Yick, Fabian. 133

7 PRE-IPO SHARE OPTION SCHEME DIRECTORS AND SENIOR MANAGEMENT We adopted the Pre-IPO Share Option Scheme on December 20, The purpose of the Pre- IPO Share Option Scheme is to enable us to grant options to the participants in recognition of their contributions made to our business development. Save and except for the options granted to the grantees as disclosed in the paragraph headed Pre-IPO Share Option Scheme in Appendix VIII to this prospectus, no further options will be granted before the Listing under the Pre-IPO Share Option Scheme. The terms of the Pre-IPO Share Option Scheme are similar to those of the Share Option Scheme except the following (see Share Option Scheme in Appendix VIII to this prospectus for details of the terms of the Share Option Scheme): Š Š Š Š there is no provision limiting the maximum number of options that may be granted to any individual grantee under the Pre-IPO Share Option Scheme; the provisions on the granting of options to connected persons (as defined in the Listing Rules) were not included; the price sensitive development provisions relating to grant of options were not included; and save for the options which have been granted, no further options will be offered or granted, as the right to do so will end upon the Listing. As at the Latest Practicable Date, our Company had granted options to 439 grantees, including Directors, directors of the subsidiaries of the Company, senior management personnel and employees of the Group to subscribe for an aggregate of 26,379,680 Shares under the Pre-IPO Share Option Scheme, representing 2.50% of the total Shares in issue immediately upon completion of the Global Offering, assuming full exercise of all the options granted under the Pre-IPO Share Option Scheme. Exercise in full of all options granted under the Pre-IPO Share Option Scheme would result in an increase in the number of Shares in issue by approximately 2.57% of the total number of Shares in issue immediately upon completion of the Global Offering and assuming no further issue of Shares whether pursuant to the Over-allotment Option or the Share Option Scheme, which may dilute the shareholdings of our Shareholders and reduce the earnings per Share on a pro rata basis. All the Options under the Pre-IPO Share Option Scheme were granted to the respective grantees on December 28, If a grantee who is a director or an employee of the Company or any other member of the Group on the date when the options are granted subsequently ceases to be employed by the Group, unless otherwise approved by the Board, any options granted to him shall lapse (to the extent not already vested) on the date of termination of his employment and shall on that day cease to be exercisable. Should all of the options granted under the Pre-IPO Share Option Scheme remain outstanding during the financial year ending December 31, 2008, the aggregate amount of the related staff cost expenses of share-based payments for the year ended December 31, 2008 would be RMB1.2 million. 134

8 All holders of options granted under the Pre-IPO Share Option Scheme may only exercise their options in the following manner: Maximum percentage of options exercisable 10% of the total number of the options to any grantee 15% of the total number of the options to any grantee 30% of the total number of the options to any grantee 45% of the total number of the options to any grantee Period for vesting of the relevant percentage of the option From the grant date of the options to expiry of the 12-month period after the grant date of the options or of the six-month period after the Listing Date, whichever is later From the grant date of the options to expiry of 24-month period after the grant date of the options From the grant date of the options to expiry of 36-month period after the grant date of the options From the grant date of the options to expiry of 48-month period after the grant date of the options Assuming that all of the options granted under the Pre-IPO Share Option Scheme had been exercised in full during the financial year ended December 31, 2007 and that an aggregate of 1,054,022,550 Shares (comprising an aggregate of 1,027,642,870 Shares being the number of Shares in issue as at the date of this prospectus and the number of Shares to be issued pursuant to the Global Offering, and 26,379,680 Shares to be issued pursuant to the exercise of all the options granted under the Pre-IPO Share Option Scheme) were in issue throughout the financial year ended December 31, 2007, the basic earnings per Share attributable to equity holders of our Company for the financial year ended December 31, 2007 would have been diluted from approximately 9.90 HK cents to 9.65 HK cents. The shareholding structure of our Company before and after the full exercise of all options under the Pre-IPO Share Option Scheme (assuming that the Over-allotment Option is not exercised) is as follows: Shareholding structure immediately after completion of the Global Offering but before exercise of the options granted under the Pre-IPO Share Option Scheme Shareholding structure immediately after completion of the Global Offering and after full exercise of the options granted under the Pre-IPO Share Option Scheme Name of Shareholders Number of Shares Percentage Number of Shares Percentage Possible Way ,658, % 522,658, % Billion Year ,341, % 114,341, % 3i Investors ,363, % 116,363, % PraxCapital... 29,090, % 29,090, % Directors as grantees under the Pre-IPO Share Option Scheme... 5,577, % Other grantees under the Pre-IPO Share Option Scheme... 20,802, % Shareholders taking up Shares under the Global Offering ,188, % 245,188, % Total... 1,027,642, % 1,054,022, % Further information on the options granted under the Pre-IPO Share Option Scheme is set forth under Pre-IPO Share Option Scheme in Appendix VIII to this prospectus. 135

9 SHARE OPTION SCHEME Our Directors or employees may be invited by the Board to participate in the Share Option Scheme at the discretion of the Board. The principal terms of the Share Option Scheme are summarized in the paragraph head Share Option Scheme in Appendix VIII to this prospectus. COMPENSATION OF DIRECTORS AND SENIOR MANAGEMENT Our Directors and senior management receive compensation in the form of salaries, benefits in kind and discretionary bonuses relating to the performance of the Group. We also reimburse them for expenses which are necessarily and reasonably incurred for providing services to us or executing their functions in relation to our operations. Upon and after Listing the remuneration package will be extended to include options granted or to be granted under the Pre-IPO Share Option Scheme and the Share Option Scheme. During the Track Record Period, we have regularly reviewed and determined from time to time the remuneration and compensation package of our Directors and senior management. After Listing, our Remuneration Committee will also review and determine the remuneration and compensation packages of our Directors and senior management with reference to salaries paid by comparable companies, time commitment and responsibilities of the Directors and performance of our Group. The aggregate amount of compensation (including fees, salaries, contributions to pension schemes, housing allowances and other allowances and benefits in kind and discretionary bonuses) which were paid to the Directors during the three years ended December 31, 2005, 2006 and 2007 were approximately RMB507,000.0, RMB632,000.0, and RMB1,149,000.0, respectively. During the three years ended December 31, 2005, 2006 and 2007, no remuneration was paid by us to, or receivable by, our Directors as an inducement to join or upon joining us. No compensation was paid by us to, or receivable by, our Directors or past Directors for each of the three years ended December 31, 2005, 2006 and 2007 for the loss of any office in connection with the management of the affairs of any member of our Group. Except as disclosed above, no other amounts have been paid or are payable us to the Directors in respect of the three years ended December 31, Under the arrangements currently in force, the aggregate amount of Directors fee and other emoluments payable to the Directors for the year ending December 31, 2008 is estimated to be approximately RMB4,730,000, excluding any discretionary bonuses payable under the Directors service contracts. The five highest paid individuals of the Group during the three years ended December 31, 2005, 2006 and 2007 included five Directors. COMPLIANCE ADVISOR We will appoint N M Rothschild & Sons (Hong Kong) Limited as our compliance advisor upon listing in compliance with Rule 3A.19 of the Listing Rules. We have entered into a compliance advisor agreement with the compliance advisor. Pursuant to Rule 3A.23 of the Listing Rules, the compliance advisor will advise us on the following matters: (i) the publication of any regulatory announcement (whether required by the Listing Rules or requested by the Stock Exchange or otherwise), circular or financial report; 136

10 (ii) DIRECTORS AND SENIOR MANAGEMENT where a transaction, which might be a notifiable or connected transaction under Chapters 14 or 14A of the Listing Rules, is contemplated, including share issues and share repurchases; (iii) where we propose to use the net proceeds to us from the Global Offering in a manner different from that detailed in this prospectus or where our business activities, developments or results deviate from any forecast, estimate, or other information in this prospectus; and (iv) where the Stock Exchange makes an inquiry of us regarding unusual movements in the price or trading volume of our shares. The term of the appointment shall commence on the Listing Date and end on the date on which we distribute our annual report in respect of our financial results for the first full financial year commencing after the Listing Date. 137