The directors of the Company are elected annually and hold office until the next Annual General Meeting of the members of the Company or until their successors in office are duly elected or appointed. All directors are elected for a one-year term. All officers serve at the pleasure of the board of directors.

The Company’s board of directors has four committees – an Audit Committee (currently comprised of directors John Pinsent, Shu Zhang, Kim Oishi); a Compensation Committee (currently comprised of directors Wu Shu, Shu Zhang, John Pinsent); a Corporate Governance and Nominating Committee (currently comprised of directors Kim Oishi, Tao Li, John Pinsent); a Special Committee M&A – (currently comprised of directors Kim Oishi, Tao Li, Wu Shu); and a Health, Safety and Environmental Committee (currently comprised of directors Shu Zhang, Tao Li, Kim Oishi). The members of each of these committees do not have any fixed terms for holding their positions and are appointed and replaced from time to time by resolution of the directors. Their appointments are not subject to any specific terms of reference.

The Audit Committee meets with management of the Company and the independent auditors to review and inquire into matters affecting financial reporting, the system of internal accounting, financial controls and procedures, audit procedures and audit plans. The Audit Committee also recommends to the Board of Directors which auditors are to be appointed. In addition, this Committee reviews and recommends to the Board for approval of the quarterly and annual financial statements and Management’s Discussion and Analysis, and certain other documents required by regulatory authorities. The Audit Committee is mandated to meet, and also to consult with the auditors, in the absence of management.

The Compensation Committee, in consultation with management of the Company and external consultants as required, reviews and recommends to the Board for approval of all matters relating to compensation of executives of the Company.

The Corporate Governance and Nominating Committee assists the Corporation in fulfilling its corporate governance responsibilities generally; to promote a culture of integrity throughout the Corporation; and to identify individuals qualified to become members of the Board.

The Health, Safety and Environmental Committee assists the Board in its oversight responsibilities relating to safety, health and environmental matters concerning the Corporation. The Committee has responsibility for periodically reviewing the Corporation’s environmental, health and safety policies, standards, accountabilities and programs and, if appropriate, making recommendations to the Board with respect thereto and reviewing reports on the nature and extent of compliance or any non-compliance with environmental and health and safety polices, standards and applicable legislation and plans to correct deficiencies and to report to the Board on such matters.