POLL RESULTS OF EXTRAORDINARY GENERAL MEETING HELD ON 30 DECEMBER 2014

Transcription

1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. (A joint stock limited company incorporated in the People s Republic of China with limited liability) (Stock Code: 6837) POLL RESULTS OF EXTRAORDINARY GENERAL MEETING HELD ON 30 DECEMBER 2014 Voting Results of the Meeting References are made to the notice and the circular (the Circular ) of extraordinary general meeting (the EGM ) dated 11 November 2014 and the indicative announcement regarding the convening of the extraordinary general meeting dated 10 December 2014 of Haitong Securities Co., Ltd. (the Company ). Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular. The Board of Directors (the Board ) of the Company is pleased to announce that the EGM was held at Multi-function hall, 4/F, Shanghai Mingde Grand Hotel, No. 558 Xizang North Road, Shanghai, the PRC, by way of an on-site meeting, on Tuesday, 30 December The meeting was convened by the Board and chaired by Mr. WANG Kaiguo, Chairman of the Board. Voting at the EGM was conducted by a combination of network voting and poll onsite. In accordance with relevant PRC laws and regulations, the holders of A were entitled to attend the voting at the EGM in person, by proxy, or via network for the relevant resolutions. The time of network voting for the resolutions proposed at the EGM was from 9:30 to 11:30 and from 13:00 to 15:00 on 30 December Computershare Hong Kong Investor Services Limited, the Company s H share registrar, two representatives from the Company s Shareholders, a Supervisor of the Company and one representative from Grandall Law Firm (Shanghai) were appointed by the Company as the scrutineers for the vote-taking at the EGM. Some of the Directors and Supervisors, as well as the Secretary to the Board, attended the EGM. As at the date of the EGM, the total number of issued shares of the Company was 9,584,721,180, which was the total number of shares entitling the holders to attend and vote for or against or abstain from voting in respect of the resolutions at the EGM. There was no restriction on any Shareholder casting votes on any of the proposed resolutions at the EGM. Reference is made to the Circular, which does not contain any Shareholder s intention to vote against or abstain from voting in respect of the resolutions proposed at the EGM. A total of 91 Shareholders of the Company and their proxies, holding an aggregate of 3,064,542,341 shares with voting rights, representing approximately % of the total shares with voting rights of the Company, in which, 88 Shareholders of A shares and their proxies, holding an aggregate of 2,479,344,400 shares, representing approximately % of the total shares with voting rights of the Company while 3 Shareholders of H shares and their proxies, holding an aggregate of 585,197,941 shares, representing approximately % of the total shares with voting rights of the Company, have attended the EGM. 1

2 The Shareholders present at the EGM considered and approved the following resolutions: Ordinary Resolutions For Against Abstain 1. To consider and approve the proposals on election of the Directors of the Company, including: 1.1 Election of Mr. Wang Kaiguo as an executive 1.2 Election of Mr. Qu Qiuping as an executive 1.3 Election of Mr. Zhuang Guowei as a non-executive 1.4 Election of Mr. Chen Bin as a non-executive 1.5 Election of Mr. Xu Chao as a non-executive 1.6 Election of Mr. Wang Hongxiang as a nonexecutive 1.7 Election of Ms. Zhang Xinmei as a non-executive 1.8 Election of Mr. He Jianyong as a non-executive 1.9 Election of Mr. Liu Chee Ming as an Independent non-executive 1.10 Election of Mr. Xiao Suining as an Independent non-executive 1.11 Election of Mr. Li Guangrong as an Independent non-executive 1.12 Election of Mr. Lv Changjiang as an Independent non-executive 1.13 Election of Mr. Feng Lun as an Independent nonexecutive 3,050,895, ,409, ,237, ,051,067, ,611, , ,043,250, ,428, , ,043,250, ,428, , ,997,382, ,296, , ,997,382, ,296, , ,043,250, ,428, , ,038,047, ,630, , ,063,483, , , ,063,441, , , ,063,483, , , ,063,483, , , ,062,819, , , As more than half of the votes were cast in favour of each of these resolutions, the resolutions were duly passed as ordinary resolutions. 2

3 Ordinary Resolutions For Against Abstain 2. To consider and approve the proposals on election of the Supervisors of the Company, including: 2.1 Election of Mr. Li Lin as a shareholder 2.2 Election of Mr. Dong Xiaochun as a shareholder 2.3 Election of Mr. Chen Huifeng as a shareholder 2.4 Election of Mr. Cheng Feng as a shareholder 2.5 Election of Mr. Xu Qi as a shareholder 2.6 Election of Mr. Hu Jingwu as a shareholder 2.7 Election of Mr. Feng Huang as a shareholder 3,059,696, ,982, , ,059,696, ,982, , ,039,359, ,318, , ,062,819, , , ,060,361, ,317, , ,059,696, ,982, , ,039,359, ,318, , As more than half of the votes were cast in favour of each of these resolutions, the resolutions were duly passed as ordinary resolutions. Special Resolution 1. To consider and approve the proposed amendments to the Articles of Association and Rules and Procedures for General Meetings For Against Abstain 3,063,553, , , As more than two-thirds of the votes were cast in favour of this resolution, the resolution was duly passed as a special resolution. Please refer to the Circular for full text of the resolutions. 3

4 APPOINTMENT OF THE DIRECTORS Please refer to the Annex I for biographical details of the directors appointed by the above ordinary resolution numbered 1 as approved by the Shareholders of the Company. As far as the Board of the Company is aware and save as disclosed in the Circular, none of the appointees has held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. None of the appointees has any relationship with any Directors, Supervisors, senior management or substantial Shareholders of the Company, nor does he hold any position in the Company or any of its subsidiaries. As at the date of this announcement, none of the appointees has any interest in the shares of the Company or its associated companies within the meaning of Part XV of the Hong Kong Securities and Futures Ordinance. Save as disclosed in the Circular, there is no other information in relation to the appointment of the appointees which is required to be disclosed pursuant to the requirements set out in Rules 13.51(2) (h) to (v) of the Hong Kong Listing Rules nor are there any matters which need to be brought to the attention of the Shareholders of the Company. None of the appointees has been penalized by CSRC or other relevant departments or stock exchanges. As at the date of this announcement, the Company has not entered into any service contract with the appointees. The Board proposed to appoint the appointees as the Directors of the Company. The abovementioned appointees will serve as Directors of the Sixth Session of the Board of Directors of the Company with effect from the date of passing the resolutions at the EGM. Unless adjustment is required by the relevant applicable laws and regulations, the terms of office of the appointees shall be the same as the sixth session of the Board. The remuneration of Mr. Wang Kaiguo and Mr. Qu Qiuping shall be determined in accordance with the Administrative Measures on Remuneration and Performance Appraisal for Senior Management of Haitong Securities Co., Ltd. Mr. Zhuang Guowei, Mr. Chen Bin, Mr. Xu Chao, Mr. Wang Hongxiang, Ms. Zhang Xinmei and Mr. He Jianyong will not receive remuneration from the Company. The remuneration of Mr. Liu Chee Ming, Mr. Xiao Suining, Mr. Li Guangrong, Mr. Lv Changjiang and Mr. Feng Lun will be determined in accordance with the Resolution with regard to the Allowance for Independent Non-executive Directors as approved at the extraordinary general meeting of the Company held on 16 July Retirement of Directors Mr. Feng Huang, Mr. Zhou Donghui, Mr. Li Gewei, Mr. Zhang Jianwei, Mr. Xia Bin, Mr. Chen Qiwei, Mr. Zhang Huiquan, Mr. Zhang Ming and Mr. Dai Genyou did not act as directors of the Company due to the election of new session of the Board with effect from 30 December They have confirmed that there is no disagreement with the Board and there are no matters concerning their respective retirement that need to be brought to the attention of the shareholders. CHANGE OF THE SUPERVISORS Please refer to Annex II for biographical details of the Supervisors appointed by the above ordinary resolution numbered 2 as approved by the Shareholders. 4

5 As far as the Board of the Company is aware and save as disclosed in the Circular, none of the appointees has held any directorship in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. None of the appointees has any relationship with any Directors, Supervisors, senior management or substantial Shareholders of the Company, nor does he hold any position in the Company or any of its subsidiaries. None of the appointees has any interest in the shares of the Company or its associated companies within the meaning of Part XV of the Hong Kong Securities and Futures Ordinance. There is no other information in relation to the appointment of the appointees which is required to be disclosed pursuant to the requirements set out in Rules 13.51(2)(h) to (v) of the Hong Kong Listing Rules nor are there any matters which need to be brought to the attention of the Shareholders of the Company. None of the appointees has been penalized by CSRC or other relevant departments or stock exchanges. As at the date of this announcement, the Company has not entered into any service contract with the appointees. The appointees have been appointed as the Supervisors of the sixth session of the Supervisory Committee of the Company. Unless adjustment is required by the relevant applicable laws and regulations, the terms of office of the appointees shall be the same as the current session of the Supervisory Committee. The appointees will not receive any remuneration from the Company. Retirement of Supervisors Ms. Jin Yanping, Mr. Wu Zhilin and Mr. Xing Jianhua did not act as the Company s shareholder representative supervisors due to the election of new session of the Supervisory Committee with effect from 30 December They have confirmed that there is no disagreement with both the Supervisory Committee and the Board and there are no matters concerning their respective retirement that need to be brought to the attention of the shareholders. Mr. Du Hongbo and Mr. Wang Yimin did not act as the Company s employee representative supervisors with effect from 30 December They have confirmed that there is no disagreement with both the Supervisory Committee and the Board and there are no matters concerning their respective retirement that need to be brought to the attention of the shareholders. At testation By lawyers Grandall Law Firm (Shanghai), the PRC legal advisers to the Company, consider that the convening and the procedures of the EGM, the qualifications of the attendees of the EGM and voting process of the EGM are in compliance with the requirements of the relevant laws and regulations and the Articles of Association of the Company, and the poll results of the EGM are lawful and valid. Shanghai, the PRC 30 December 2014 By order of the Board Haitong Securities Co., Ltd. WANG Kaiguo Chairman As at the date of this announcement, our executive directors are Mr. WANG Kaiguo and Mr. QU Qiuping; our non-executive directors are Mr. ZHUANG Guowei, Mr. CHEN Bin, Mr. XU Chao, Mr. WANG Hongxiang, Ms. ZHANG Xinmei and Mr. HE Jianyong; and our independent non-executive directors are Mr. LIU Cheeming, Mr. XIAO Suining, Mr. LI Guangrong, Mr. LV Changjiang and Mr. FENG Lun. * For identification purpose only 5

6 ANNEX I BIOGRAPHICAL DETAILS OF DIRECTORS Mr. Wang Kaiguo ( ), aged 56, serves as the Chairman, the executive Director and the secretary of CPC party committee of the Company. Mr. Wang joined the Company in February 1995 as deputy general manager and has been the Chairman since May He was appointed as Director on 23 August He has over 19 years of management experience in securities industry. Mr. Wang obtained a bachelor s degree in economics from Jilin University ( ) in July 1984, a master s degree in economics from Jilin University in July 1987, and a doctor s degree in economics from Xiamen University ( ) in July Mr. Wang is a senior economist recognized by Economics and Accounting Senior Professional and Technical Title Evaluating Committee ( ) of Bank of Communications Co., Ltd. ( ) in December Mr. Wang previously served in various positions in Research Institute of National State-owned Assets Administration Bureau ( ) from July 1990 to February 1995, including deputy head of this bureau. He was also director of policy research office of policy and regulation department of the same bureau from March 1992 to February Mr. Wang was deputy general manager of the Company from February 1995 to November 1997, secretary of CPC party group of the Company from November 1997 to December 1998 and general manager of the Company from November 1997 to May Mr. Wang has been secretary of CPC party committee of the Company since December 1998, director of the Shanghai Stock Exchange since April 1999 and vice president of Securities Association of China ( ) since July Mr. Qu Qiuping ( ), aged 53, with a master s degree in economics, has been the Director and general manager of the Company since 25 June He was the accountant, deputy section chief, section chief of Nanshi District Office of the Industrial and Commercial Bank of China Shanghai ( ) from February 1981 to September 1992; the vice president of Nanshi Sub-branch of the Industrial and Commercial Bank of China Shanghai Branch ( ) from September 1992 to November 1995; the deputy head of the accounting and cashier department of the Industrial and Commercial Bank of China Shanghai Branch ( ) from November 1995 to December 1996; the president and deputy secretary of CPC party committee of Shanghai Baoshan Sub-branch of the Industrial and Commercial Bank of China ( ) from December 1996 to March 1999; the head of the accounting and clearing department of the Industrial and Commercial Bank of China Shanghai Branch from March 1999 to December 1999; the assistant to the president of the Industrial and Commercial Bank of China Shanghai Branch from December 1999 to June 2000; the deputy president of the Industrial and Commercial Bank of China Shanghai Branch from June 2000 to February 2005; the deputy president of the Industrial and Commercial Bank of China Jiangsu Branch ( ) from February 2005 to September 2008; the deputy secretary of CPC party committee and the deputy chairman of the board of directors of Bank of Shanghai ( ) from September 2008 to November 2008; the president, deputy secretary of CPC party committee and the deputy chairman of the board of directors of Bank of Shanghai from November 2008 to December 2010; the head of the Work Coordination Department of the authority appointed by the CSRC ( ) from December 2010 to August 2012; and the head of the Department for Unlisted Public Companies Regulation of CSRC ( ) from August 2012 to April

7 Mr. Zhuang Guowei ( ), aged 60, has been the Director since 16 July Mr. Zhuang obtained a bachelor s degree in economics from the Correspondence College of Party School of the Central Committee of CPC ( ) in December 1994, and graduated from Shanghai Academy of Social Sciences ( ) as a postgraduate in economics in January 1996 and obtained a master s degree in business administration from Arizona State University ( ) in May Mr. Zhuang is a registered manager of Chinese Registered Career Manager ( ) recognized by China Enterprises Evaluation Association ( ) in Mr. Zhuang previously served in various positions in Shanghai Wusi Farm ( ) and Shanghai NGS (Group) Wusi Corporation ( ) from July 1984 to August 1999, including general manager and deputy secretary of its CPC party committee. He was manager of asset operation department of Shanghai NGS (Group) Corporation ( ) from August 1999 to April 2001 and was deputy general manager of the same company from April 2001 to August He was deputy chairman of Shanghai Urban Agro-Business Co., Ltd. ( ) from June 2001 to February 2003 and chairman of Shanghai HaiBo Co., Ltd. ( ) ( Shanghai HaiBo ) (a company listed on the Shanghai Stock Exchange and its stock code is ) from February 2004 to April In addition, Mr. Zhuang has been vice president of Bright Food (Group) Co., Ltd. ( ) since August 2006, chairman of Bright Dairy & Food Co., Ltd. ( ) (a company listed on the Shanghai Stock Exchange and its stock code is ) since April 2010, a director of Shanghai HaiBo since April 2009 and chairman of NGS Real Estate (Group) Co., Ltd. ( ) from December 2011 to June 2013, and chairman of supervisory committee of the NGS Real Estate (Group) Co., Ltd. since June 2013 and chairman of supervisory committee of Shanghai Tangjiu (Group) Co., Ltd. ( ) since May Mr. Chen Bin ( ), aged 33, a postgraduate. Mr. Chen graduated from the school of management of Fudan University ( ) with a major in management science in June 2003, and obtained master s degree in financial studies from the School of Economics of Fudan University (part-time) on June Mr. Chen served as the officer of investment management department of Shanghai Tobacco (Group) Company ( ) (now renamed as: Shanghai Tobacco Group Co, Ltd. ( )) during July 2003 to January 2010, assistant to section chief and section chief of investment management department of Shanghai tobacco (Group) Company during January 2010 to April He has been the assistant to head of investment management department of Shanghai Tobacco Group Co, Ltd since April 2014, and concurrently the assistant to general manager of Shanghai Haiyan Investment Management Company Limited ( ). Mr. Xu Chao ( ), aged 59, has been the Director since 16 May Mr. Xu graduated with a major in Marxism-Leninism theory from Cadre Training College of Shanghai Municipal Party School (Junior College) ( ) in July 1985 and obtained a master s degree in business administration from China Europe International Business School ( ) in April Mr. Xu is a senior economist recognized by Shanghai Economics Senior Professional and Technical Title Qualification Evaluating Committee ( ) in December Mr. Xu successively served as deputy secretary of CPC party branch, secretary of CPC party branch and deputy director of reform office of Shanghai Turbine Works ( ) from 1986 to June He was director of financial division, head of financial department and chief financial officer of Shanghai Turbine Co., Ltd. ( ) from August 1996 to October 2004, and vice president of the same company from October 2004 to October Mr. Xu joined Shanghai Electric Capital Management Co., Ltd. ( ) from October 2006 to December 2013 and served in various positions including 7

8 chief financial officer from March 2007 to October 2011 and vice president from May 2008 to December Mr. Xu was head of financial budget department of Shanghai Electric (Group) Corporation ( ) from October 2010 to October He was the chairman of supervisory committee of chairman of supervisory committee of Shanghai Prime Machinery Co., Ltd. ( ) (a company listed on the Hong Kong Stock Exchange and its stock code is 02345) from May 2010 to December 2013(vice chairman from December 2012 to December 2013), and chairman of supervisory committee of Shanghai Automation Instrumentation Co., Ltd. ( ) (a company listed on the Shanghai Stock Exchange and its stock code is ) from June 2011 to the end of Mr. Xu has been the deputy chief economist and head of investment department of Shanghai Electric (Group) Corporation ( ) since December He has also been the executive director, legal representative and general manager of Shanghai Electrical Industrial Investment Co., Ltd. ( ) since May 2010, a non-executive director of Orient Securities Company Limited ( ) since March 2011 and the vice chairman of Shanghai Highly (Group) Co., Ltd ( ) since June Mr. Wang Hongxiang ( ), aged 58, has been the Director since 16 May He has over 20 years of finance and accounting working experience since he graduated from university. Mr. Wang obtained a bachelor s degree in accounting from Xiamen University in July 1983 and an EMBA degree from Shanghai University of Finance and Economics ( ) in June Mr. Wang is a senior accountant recognized by Shanghai Accounting Senior Professional and Technical Title Qualification Evaluating Committee ( ) in Mr. Wang was an associate professor at Shanghai University of Finance and Economics for a number of years. Mr. Wang has been deputy chief accountant of Shenergy Group Company Limited ( ) since December Ms. Zhang Xinmei ( ), aged 55. She obtained bachelor s degree in finance and accounting from Beijing Metallurgy Management Cadre College ( ) (part-time) in July 1994, and obtained EMBA and master s degree from CEIBS ( ) (part-time) on March Ms. Zhang served as officer, deputy section chief, section chief and deputy head of finance department of the Shanghai Bureau of Metallurgical Industry ( ) during March 1981 to October 1995; deputy head, head and deputy chief accountant of finance department of Shanghai Metallurgical Holding Group Corporation ( ) during October 1995 to November 1998, general manager of financial management headquarters and general manager of capital management headquarter of Shanghai Jiushi Corporation ( ) during November 1998 to November 2004, and chief accountant of Shanghai Jiushi Corporation from November 2004 to December Mr. He Jianyong ( ), aged 52, has been the Director since 16 September Mr. He obtained a bachelor s degree in economics from Northeast Finance Institute ( ) in July 1986 and graduated from Liaoning University ( ) in December 1999 as a postgraduate (part time) with a major in accounting. Mr. He previously served in various positions in Liaoning Energy Development Corporation ( ) from August 1986 to December 1989, including assistant accountant of the finance department and deputy manager of the energy-efficient product distribution department. Mr. He worked with the Provincial San Liao Poverty Aid Taskforce at Kazuo County in Liaoning Province ( ) from December 1989 to December 1990 and served as head of the finance department of Liaoning Energy and Materials Company ( ) from December 1990 to July He was deputy 8

9 manager of Liaoning Energy Efficiency and Thermal Electricity Group Company ( ) from July 1997 to January He was deputy general manager and then executive deputy general manager of Liaoning Energy Corporation ( ) from January 1999 to December He joined Liaoning Energy Investment (Group) Co., Ltd. ( ) in December 2003 and served in various positions including general manager and vice chairman, and is currently the chairman and secretary of CPC party committee of this company. Mr. Liu Chee Ming ( ), aged 63, has been the Independent Director since 16 September Mr. Liu obtained a bachelor s degree in business administration from National University of Singapore ( ) in July He has been a member of the Takeovers Appeal Committee under the Securities and Futures Commission of Hong Kong ( ) since May 1995, and vice chairman of the Takeovers and Mergers Panel ( ) since April In addition, he established the Platinum Holdings Limited ( ) in April 1996 and was in charge of stock brokerage, corporate financing and fund management business. He has been an independent non-executive director of Kader Holdings Company Limited ( ) (a company listed on the Hong Kong Stock Exchange and its stock code is 00180) since June 1998 to December 2013 and then served as non-executive director of Kader Holdings Company Limited from December 2013, an independent non-executive director of CIMC Raffles Shipyard (Singapore) Limited ( ) from December 2005 to May 2013, and an independent non-executive director of Starhub Ltd. ( ) (a company listed on the Singapore Stock Exchange and its stock code is STH SP) since August He has been a non-executive director of OUE Hospitality REIT Management Pte. Ltd. since June 2013 and an independent non-executive director of Founder BEA Trust Co., Ltd. ( ), an affiliated company of The Bank of East Asia, Limited ( ) (a company listed on the Hong Kong Stock Exchange and its stock code is 0023) since November Mr. Xiao Suining ( ), aged 66, has been an Independent Director since 27 May 2013, and was the electrician and team leader at the third subsidiary of Yunnan Hydropower Construction Company ( ) from July 1968 to September 1971; the chief of mechanical and electrical drainage, electrical technician and engineer at the Penshuidong Industrial Zone at Hydropower Construction Company ( ) from September 1971 to January 1975; the electrical designer, technician and engineer at Yunnan Electrical Power Design Institute ( ) from January 1975 to February 1984; the deputy director of the powerhouse of the power plant of Electric Power Design Institute ( ) from February 1984 to August 1985; the general manager at Kunming Yinding Industrial Co., Ltd. ( ) from January 1985 to August 1987; the acting general economist and the acting general accountant at Yunnan Electrical Power Design Institute from August 1987 to September 1990; the director of personnel education division, the assistant to general manager and the general assistant at Bank of Communications Chongqing Branch ( ), and the general manager, deputy general manager and member to the Party Committee of a real estate development company from September 1990 to November 1995; the president and the secretary to the Party Committee of Bank of Communications Zhuhai Branch ( ) from November 1995 to August 1999; the president and the secretary to the Party Committee of Bank of Communications Shenzhen Branch ( ) from August 1999 to February 2007; the president and the chairman of the headquarters of Shenzhen Development Bank ( ) from February 2007 to November

10 Mr. Li Guangrong ( ), aged 51. He was graduated from the department of finance of Zhongnan University of Economics ( ) on July 1987, obtained MBA from the international business school of Hunan University ( ) on July 1996,and obtained a doctor s degree in economics from Chinese Academy of Social Sciences ( ) on July Mr. Li served as the section chief of the Finance and Trade Office of the people s government of Hunan Province ( ) from July 1987 to April 1993; manager of the securities department of Bank of China, Hunan Branch ( ) from April 1993 to October 1995; general manager of business development department of China Everbright Bank Guangzhou Branch ( ) from October 1995 to December He has been the chairman of Tehua Investment Holding Co., Ltd. ( ) since January 1998; chairman of Sinosafe General Insurance Co.Ltd ( ) since December 2004; and executive director, chairman of the advisory committee to the board of China Minsheng Investment Company Limited since ( ) June Mr. Lv Changjiang ( ), aged 49, obtained master s degree in accounting from the department of accounting of Xiamen University on June 1993, and obtained doctor s degree in quantitative economics from the business school of Jilin University on December Mr. Lv served as deputy department head and department head of the business school of Jilin University during June 1989 to May 2001, took Advanced Management Program of Nyenrode University in Netherlands from January 1999 to September 1999, and as a Fullbright senior research scholar in the University of California ( ), United States, from September 2004 to September He served as associate dean, professor and doctoral tutor of the school of business of Jilin University during May 2001 to February 2006 and has been serving as the head, associate dean, professor and doctoral tutor of the department of accounting of the school of management of Fudan University since February 2006 till now. He also is a member of the Expert Group of China Accounting Standards Committee of the Ministry of Finance ( ), and associate editor of China Accounting Review. He enjoyed a special government allowance granted by the State Council, and was enlisted in Quality Talent Programme for New Century ( ) organised by the Ministry of Education, Baogang outstanding teacher education award. He served as independent director of each of Changchun High & New Technology ( ), Eastmoney ( ) and China Commodity City ( ) and currently is the independent director of Jinfeng Investment Company ( ). Mr. Feng Lun ( ), aged 55, obtained a bachelor degree in economics from the Northwest University ( ), master s degree in laws from the Party School of the Central Committee of CPC, doctor s degree in laws from the Graduate School of Chinese Academy of Social Sciences and master of public policy (MPP) from Lee Kuan Yew School of Public Policy, National University of Singapore. He has been a researcher at the Party School of CPC, the Propaganda Department of the Central Committee of CPC and National Committee for Economic System Reform from September 1984 to December 1990, and has acted as the chairman of Beijing Vantone Real Estate Co., Ltd. ( ) since December Mr. Feng founded Hainan Agricultural High Technology Investment and Development Corporation ( ) and Hainan Vantone Enterprise (Group) Co., Ltd. ( ) in January 1991 and January 1992, and acted as the board chairman form January 1991 to December 1991 and from January 1992 to December 1992 respectively. Mr. Feng has also served as the chairman of Vantone Holdings Co., Ltd. ( ) since January

11 ANNEX II BIOGRAPHICAL DETAILS OF SUPERVISORS Li Lin ( ), aged 52, was a member of CPC and has been the Supervisor since 27 May 2013 and the chief financial officer of Bright Food (Group) Co., Ltd. ( ) since April Mr. Li obtained a bachelor s degree in economics from Shanghai University of Finance and Economics in July 1984 and obtained a master s degree in business administration from Nanyang Technological University ( ) in May From July 1984 to December 1996, Mr. Li was the lecturer of the accounting faculty of Shanghai University of Finance and Economics. He served as the deputy chief accountant of Shanghai Huahai Commercial (Group) Co., Ltd. ( ) during January 1997 to March 2001, the deputy financial officer of Shanghai NGS (Group) Corporation during April 2001 to June 2001, the director, the vice president and the chief financial officer of Shanghai Urban Agro-Business Co., Ltd. during February 2001 to August 2007, the director, the vice president and the chief financial officer of NGS Real Estate (Group) Co., Ltd. during September 2007 to July 2010, and the general manager of the finance department of Bright Food (Group) Co., Ltd. during October 2010 to April Mr. Dong Xiaochun ( ), aged 50, has been the Supervisor since 16 July 2007, and the secretary to the board and the chief financial officer of Shanghai Friendship Group Incorporated Company ( ) since September He has over 21 years of working experience in finance department and over six years of experience as Supervisor. Mr. Dong graduated with a major in accounting from Shanghai TV University ( ) in July 1989 and obtained a master s degree in business administration from Shanghai Jiao Tong University ( ) in July Mr. Dong is a senior accountant recognised by the Shanghai Accounting Senior Professional and Technical Title Qualification Evaluating Committee ( ) in April Mr. Dong served as the chief financial officer and secretary to the board of Hualian Supermarket Co., Ltd. ( ) from October 1992 to August 2004, the chief financial officer of the department store division of Shanghai Bailian Group ( ) from August 2004 to April 2006 and a director of Shanghai Bailian Group Co., Ltd. from April 2010 to April Mr. Dong was the secretary to the board and chief financial officer of Shanghai Bailian Group Co., Ltd. from April 2006 to September Mr. Chen Huifeng ( ), aged 48, is a member of CPC, with a master s degree in MBA, and an international business engineer. He is a general manager of the Investment & Development Department of Shanghai EastBest International (Group) Co., Ltd ( ), a director of the 7th session board of directors of Shanghai Lansheng Corporation ( ). He was the deputy general manager of the household product branch of Shanghai Light Industrial Products Imp. & Exp. Co., Ltd. ( ), the general manager of the hardware branch of Shanghai Light Industry International (Group) Co., Ltd. ( ), the deputy general manager of Shanghai Light Industrial Products Imp. & Exp. Co., Ltd. and Shanghai Light Industrial INT L Development Corp., LTD ( ), the deputy secretary of CPC party committee, executive deputy general manager, general manager and a director of the fourth and fifth sessions of Shanghai Lansheng Corporation and the general manager of the operation and management department of Shanghai Lansheng Corporation. 11

12 Mr. Cheng Feng ( ), aged 43, is a holder of an MBA degree. He has been the deputy general manager of Shanghai United Media Group ( ) since October Mr. Cheng graduated from Shanghai Jiao Tong University ( ) with a major in Industry and Foreign Trade, he obtained a bachelor s degree in engineering in July 1994, and a master s degree in business administration from Shanghai Jiao Tong University in January From July 1994 to March 1995, he worked in the student group in the School of Management of Shanghai Jiao Tong University; from March 1995 to May 1996, he worked in the Department of Foreign Economic of Shanghai Foreign Economic and Trade Commission ( ); from May 1996 to February 2001, he worked in the Youth League of Shanghai Foreign Economic and Trade Commission holding such positions as the deputy secretary and the secretary; from February 2001 to June 2002, he served as vice president of Shanghai Electrical Machinery Group Import & Export Co., Ltd ( ); from June 2002 to April 2005, he served as deputy director and director at the Office of Technology Import and Technological Development and Technology Trade Office of Shanghai Foreign Economic and Trade Commission ( ); from April 2005 to October 2013, he served as a director of the general office and party secretary and chairman of a subordinated financial services company and the State-Owned Assets Operation Co., Ltd ( ) of Shanghai International Group. Mr. Xu Qi ( ), aged 52, has been the Supervisor since 6 July 2007, and chief financial office of Shanghai Oriental Pearl (Group) Co., Ltd. ( ) since March He has around 21 years of extensive working experience in finance and accounting and over six years of experience as a Supervisor. Mr. Xu graduated with a major in economic management (junior college course) from Shanghai Normal University ( ) in July He graduated from East China Normal University ( ) as a postgraduate with a major in international enterprise management in November Mr. Xu is an accountant recognised by the Leading Working Group for Shanghai Professional Title Reform ( ) in July Mr. Xu was awarded China s outstanding CFO of 2005 by the Selection Committee of Annual Figure of China CFO ( CFO ) and Xinlicai Magazine ( ) in March He was a Chinese registered career manager ( ) recognised by the China Enterprise Evaluation Association ( ) in July He was a senior member of the Chinese Enterprise Operation and Management Talent Bank ( ) recognised by the National Talent Service Centre under the Ministry of Human Resources ( ) in September He was also awarded the Annual Figure of China s Chief Financial Officer ( ) in November 2006 recognised by the Organising Committee of China CFO International Summit ( CFO ) and the China CFO Magazine ( ). He is a qualified professional director and qualified director and supervisor (senior) recognised by the China Institute of Directors ( ) and the Chinese Director and Supervisor Certification Experts Committee ( ) in May He is a senior international finance manager recognised by the China Association of Chief Accountants ( ), the Ministry of Labour and the Social Security ( ) and International Financial Management Association ( ) in November Mr. Xu served in various positions in Shanghai Chlor-Alkali ( ) from April 1988 to June 2002, including as the deputy manager of the asset operation department and the deputy manager of the asset finance department. He also served as the deputy manager of the asset finance department of Shanghai Tianyuan Group Co., Ltd. ( ) from March 1996 to April Mr. Xu was also the manager of the planning and finance department and the vice chief financial officer of Shanghai Oriental Pearl (Group) Co., Ltd. from July 2002 to March 2003 and from March 2003 to March 2004, respectively. 12

13 Mr. Hu Jingwu ( ), aged 59, is a member of CPC, and has been the Supervisor since 16 October 2013 and the general manager of China Shipowners Mutual Assurance Association ( ) since May Mr. Hu graduated with a major in ocean transport from Shanghai Maritime College (predecessor of Shanghai Maritime University ( )) in January 1982 and obtained a bachelor s degree in economics. Mr. Hu served in various positions in China Ocean Shipping (Group) Company ( ) from January 1982 to February 1997, including as the deputy section chief and section chief of the insurance section under the commerce division, the deputy division chief and division chief of the commerce division under the transportation department, and the deputy general manager of the transportation department. Mr. Hu served as the director and the deputy general manager of China P & I Services (Hong Kong) Co., Ltd. ( ) from February 1997 to October 2000, and the executive deputy general manager of China Shipowners Mutual Assurance Association from October 2000 to May Mr. Feng Huang ( ), aged 43, is a member of CPC and has been the since 16 May 2011 and the president and Director of SIIC Investment (Shanghai) Co., Ltd. ( ) since December 2012 to date. Mr. Feng obtained a bachelor s degree in engineering from Shanghai Jiao Tong University in July 1993, and a master s degree of business administration from Webster University ( ) in November Mr. Feng is an economist recognized by Ministry of Personnel of PRC in November 2001, and an in-house legal counsel recognized by Ministry of Personnel, Ministry of Justice and State-owned Assets Supervision and Administration Commission of the PRC in October 2007, qualified as the independent director for listed companies recognized by Shanghai Stock Exchange since June Mr. Feng joined SIIC Investment (Shanghai) Co., Ltd. ( ) ( SIIC Investment ) in January 1999 and served in various positions, and has been a director and president since December He has been a director and president of Shanghai SIIC Investment Management Consulting Co., Ltd. ( ) ( Shanghai SIIC ) since August 2007, a director of Shanghai Lujiazui Finance & Trade Zone United Development Co., Ltd. ( ) since July 2004, and a director of Shanghai Information Investment Inc. ( ) since June Mr. Feng has also been the chairman of SIIC Investment Co., Ltd. ( ) and South Pacific Hotel Hong Kong Co., Ltd. ( ) since April He has been a director of Shanghai SIIC Asset Operation Co. Ltd.( ) since December 2012 and a director of Shanghai Shenjiang Banks Investment Development (Group) Co. Ltd. ( ) since April