| EXECUTIVE
DIRECTORS |
Mr. CHAN
Shing, Mr. SIT Hoi Tung, Mr. YANG Da Wei, 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. MIAO Gengshu , Mr. HUANG Shenglan |
| NON-EXECUTIVE DIRECTORS |
Mr. SZE
Tsai Ping, Michael |
| AUDIT COMMITTEE |
Details
(Mr. CUI Shu Ming, Mr. MIAO Gengshu and Mr. HUANG Shenglan) |
| 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 18 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, the investment in
marketable securities 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 15 years' experience in
international metal trading and import/export bills operation.

Mr. YANG Da
Wei
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 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. MIAO Gengshu
Mr. MIAO joined the Group as an Independent Non-Executive
Director of the Company in December 2008. He is a senior economist,
graduated from Tianjin Institute of Finance and Economics with major in
economics and trade. He is currently the president of China Council for
International Investment Promotion, the chairman of China National
Foreign Trade Transportation (Group) Corporation, the chairman
representing the Chinese side in the Sino-Brazil Business Council and a
vice chairman of China International Trade Society. Mr. MIAO was a
member of the 10th National Committee of Chinese People's Political
Consultative Conference ("CPPCC") and a member of the Foreign Affairs
Committee of the CPPCC. He was the president of China Minmetals
Corporation, the general manager of Shanghai Metals & Minerals
Import & Export Company and a deputy director general of Shanghai
Foreign Economics & Trade Commission.

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.

NON-EXECUTIVE DIRECTORS
Mr. SZE Tsai
Ping, Michael
Mr. SZE was appointed as a Non-Executive Director
of the Company in 2000. Mr. SZE has over 30 years of experience in the
financial and securities field. He graduated with a Master of Laws
(LLM) Degree from the University of Hong Kong. He is currently a Member
of the Disciplinary Appeals Committee of The Stock Exchange of Hong
Kong Limited and Member of the Securities and Futures Appeals Tribunal.
He was a former Council Member, Member of the Main Board Listing
Committee of The Stock Exchange of Hong Kong Limited and Member of the
Cash Market Consultative Panel of Hong Kong Exchanges and Clearing
Limited. Mr. SZE is an Independent Non-Executive Director of GOME
Electrical Appliances Holding Limited, Greentown China Holdings Limited,
Harbour Centre Development Limited, C Y Foundation Group Limited and
Walker Group Holdings Limited all of which are listed on the Stock
Exchange. Mr. SZE is a Fellow of the Institute of Chartered Accountants
in England and Wales, the Hong Kong Institute of Certified Public
Accountants and the Association of Chartered Certified Accountants. He
is also a Fellow of the Hong Kong Institute of Directors Limited.

AUDIT COMMITTEE
The Company has established an
Audit Committee comprising of three Independent Non-Executive Directors
Mr. CUI Shu Ming Mr. MIAO Gengshu and Mr. HUANG Shenglan. 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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