zhongwang.com

China Zhongwang strives to achieve and maintain the highest level of corporate governance. By taking the following measures, the Company aims to sustain its stringent policies of integrity and morality to ensure compliance with all related regulations.

(i)Our Articles of Association provide that, unless otherwise provided therein, a Director shall not vote (nor be counted in the quorum) on any resolution of the Board approving any contract or arrangement or any other proposal in which he/she or any of his/her associates has a material interest as stipulated under the Hong Kong Listing Rules. In addition, our Articles of Association also provide that, except otherwise provided therein, any such Director shall excuse himself/herself from any meeting or part of any meeting of the Board and shall not participate in any discussion in respect of any resolution where any contract or arrangement or other proposal in which he/she or any of his/her associates has a material interest is discussed or resolved, unless the attendance or participation of such Director at such meeting of the Board is specifically requested by the remaining Directors.

(ii)The board composition of the Company is well balanced with five Executive Directors and five Non-executive Directors (including Independent Non-executive Directors) so that there is a strong element on the Board which can effectively exercise independent judgment and decision-making. All the non-executive and independent non-executive directors have extensive experience in their respective professional/business fields and, with the assistance of the executive directors, who are responsible for the daily management of the Company, have the ability and necessary expertise to consider and form independent judgment in the event of conflicts of interest between the Group and the Controlling Shareholder.

(iii)Our Group operates independently from the Non-Group Businesses. We have our own company secretary, authorized representatives and administrative personnel.



Audit Committee
Established in 2008, the audit committee consists of three members, namely, Wong Chun Wa (chairman), Wen Xianjun and Shi Ketong.

Remuneration Committee
Established in 2008, the remuneration committee consists of three members, namely, Wen Xianjun (chairman), Liu Zhongtian and Shi Ketong.

Strategy and Development Committee
Established in 2008, the strategy and development committee has three members, namely, Liu Zhongtian (chairman), Lu Changqing and Wen Xianjun.

Corporate Governance Committee
Established in 2009, the corporate governance committee consists of three members, namely, Lo Wa Kei, Roy (chairman), Wen Xianjun and Shi Ketong.