| EXECUTIVE
DIRECTORS |
Mr. CHAN
Shing, Mr. SIT Hoi Tung, Mr. YANG Dawei, Ms. LAU Ting,
Ms. TUNG Pui Shan, Virginia, Mr. KWOK Wai Lam, Mr.
YIN Mark, Mr. SHAM Kai Man |
INDEPENDENT
NON-EXECUTIVE DIRECTORS |
Mr. CUI
Shu Ming , Mr. HUANG Shenglan
, Mr. CHAN Ming Fai |
| AUDIT COMMITTEE |
Details
(Mr. CUI Shu Ming, Mr. HUANG Shenglan and Mr. CHAN Ming Fai) |
| REMUNERATION COMMITTEE |
Details
(Mr. CUI Shu Ming, Mr. HUANG Shenglan and Mr. SIT Hoi Tung) |
EXECUTIVE
DIRECTORS
Mr. CHAN Shing
Mr. CHAN joined the Group as Chairman and Managing
Director in 1998. Mr. CHAN has over 20 years of experience in
international trading of metal, the processing and manufacturing of
related products, the management of industrial enterprises, the
investments in industrial and commercial properties and corporate planning and management. Mr. CHAN
is also an executive director of China LotSynergy Holdings Limited.

Mr. SIT Hoi
Tung
Mr. SIT joined the Group in 1998 and was appointed
as an Executive Director in 2000. He was promoted to Deputy General
Manager in 2006. Mr. SIT is in-charge of contracts and import/export
bills operation for metal trading. He graduated from the Finance
Department of Jinan University in Guangzhou. He had worked for banking
sector and metal trading companies and has over 16 years' experience in
international metal trading and import/export bills operation.

Mr. YANG Dawei
Mr. YANG joined the Group in March 2001 and is an
Executive Director. Mr. YANG is a Senior Economist of the PRC. In
mid-1980's, he was employed as the Head of Changzhou Tractor Company,
Jiangsu Province; the Chairman of Changzhou City Labour Union and the
Head of Liyang City, Jiangsu Province. In mid 1990's, he was elected as
Routing Deputy Mayor of Changzhou City Government, Jiangsu Province.
He is currently the Chairman of the Jiangsu Overseas Group Corp. and the
Chairman and President of Zhong Shan Company Limited, the window
company of the Jiangsu Province in Hong Kong. He has got over 20 years
of experience in corporate planning and management, international trade,
corporate finance and project investment, international economic and
technology cooperation.

Ms. LAU Ting
Ms. LAU joined the Group as an Executive Director
in 1998. Ms. LAU has over 18 years of experience in business
development and strategic planning, project investment and financial
management. Ms. LAU is also the Chairman and the Chief Executive Officier of China LotSynergy Holdings
Limited.

Ms. TUNG Pui
Shan, Virginia
Ms. TUNG joined the Group in 1988 and is an
Executive Director. Ms. TUNG is currently in-charge of the Investment
Division. She holds a bachelor's degree in Management Sciences from the
University of Manchester, United Kingdom.

Mr. KWOK Wai
Lam
Mr. KWOK joined the Group in 1994 and is an
Executive Director. He is also the Company Secretary and the Group's
Financial Controller. Mr. KWOK has over 20 years' experience in the
areas of auditing, finance and accounting. He is a Fellow of The
Association of Chartered Certified Accountants.

Mr. YIN Mark
Mr. YIN joined the Group in 1998 and was appointed
as an Executive Director in 1999. He graduated from Guangzhou Foreign
Language University and worked for China National Metals and Minerals
Import and Export Corporation (renamed China Minmetals Corporation) and
European multinational steel manufacturing and trading company. He is
currently the President of Burwill Steel Pipes Limited, and is in-charge
of the Group's steel processing division and responsible for its daily
management, business planning and development. He has over 30 years of
experience in international metal trading.

Mr. SHAM Kai
Man
Mr. SHAM joined the Group in 2000 and was
appointed as an Executive Director in July 2009. He is the Managing
Director of Burwill Resources Limited, a subsidiary of the Company,
in-charge of the Group’s steel and mineral trading business. Mr. SHAM
graduated from The University of Hong Kong and, prior to joining the
Group, had worked for a multinational steel trading company for 7 years.
He has over 16 years extensive experience in steel trading and gains
good international connections.

INDEPENDENT
NON-EXECUTIVE DIRECTORS
Mr. CUI Shu Ming
Mr. CUI joined the Group as an Independent
Non-Executive Director in 1998. Mr. CUI graduated from People's
University of China. He was the Deputy Head of the Bank of China,
Jiangsu branch, the Executive Director of The National Commercial Bank,
Ltd. and the General Manager of its Hong Kong branch, a Director and the
Executive Vice President of The Ka Wah Bank Limited. Mr. CUI is
currently an Independent Non-Executive Director of China LotSynergy
Holdings Limited and Yue Da Mining Holdings Limited; both are listed
companies in Hong Kong. He has over 40 years' experience in
international finance and corporate planning and management.

Mr. HUANG
Shenglan
Mr. HUANG joined the Group as an Independent
Non-Executive Director in September 2004. Mr. HUANG was an executive
director and the deputy governor of China Everbright Bank, Head Office
and was an executive director and the general manager of China
Everbright Technology Limited. Mr. HUANG holds a diploma in Arts from
Huazhong Normal University and in International Economics from Huadong
Normal University and a certificate in International Economic Law from
Xiamen University and in Advanced Management Programme from the Business
School of Harvard University, USA. Mr. HUANG is also an Independent
Non-Executive Director of China LotSynergy Holdings Limited, Symphony
Holdings Limited and Chongqing Road & Bridge Co. Ltd.
Mr. CHAN Ming Fai
Mr. CHAN joined the Group as an Independent Non-Executive Director in October 2011. Mr. CHAN is currently the Chief Executive Officer of Full Seas Technology Group primarily responsible for the formulation and execution of the group’s strategy. Prior to that, Mr. CHAN was the President of a private financial advisory company, Dandelion Capital Group. He has over twenty years of experience in investment banking and asset management. Mr. CHAN had worked for Jardine Fleming Investment Management with a major responsibility to market unit trusts and asset management products in Hong Kong and subsequently in various Asian markets, and was particularly instrumental in the establishment of Jardine Fleming’s investment trust operation in Japan, Korea and Indonesia. Mr. CHAN also cofounded the KGI Group, which is a pan-Asian investment bank with shareholders including major investors and institutions in Asia, where he was the head of the asset management operation which managed about USD400 million in hedge funds and other portfolios, and was also a member of the management committee of KGI Group. Mr. CHAN received a bachelor’s degree in Social Sciences with major in Economics from the University of Hong Kong. Mr. CHAN is currently an Independent Non-Executive Director of China LotSynergy Holdings Limited.

AUDIT COMMITTEE
The Company has established an
Audit Committee comprising of three Independent Non-Executive Directors,
Mr. CUI Shu Ming, Mr. HUANG Shenglan and Mr. CHAN Ming Fai. The Audit
Committee has reviewed and discussed with the management the accounting
principles and practices adopted by the Group and auditing, internal
controls and financial reporting matters.
Terms of Reference

REMUNERATION COMMITTEE
The Company has established a
Remuneration Committee comprising of the Executive Director and the
Deputy General Manager, Mr. SIT Hoi Tung, and the two Independent
Non-Executive Directors, Mr. CUI Shu Ming and Mr. HUANG Shenglan. The
Remuneration Committee is responsible for examining and reviewing the
terms of service contracts of the Directors and the senior management of
the Company.
Terms of Reference

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