Functions, Powers and Responsibilities

1.Functions and powers

The Board of Directors shall exercise the following functions and powers:

1)to be responsible for the convening of the shareholders’ general meeting and to report on its work to the meeting;

2)to implement the resolutions passed by the shareholders’ general meetings;

3)to determine the Company’s business plans and investment proposals;

4)to formulate the Company’s annual financial budgets and final accounts;

5)to formulate the Company’s proposals for profit distribution and loss recovery;

6)to formulate proposals for the debt and financial policies of the Company, the increase or reduction of the Company’s registered capital, the issuance of any kind of securities (including but not limited to corporate bonds) and for listing and repurchase of the Company’s shares;

7)to draft plans for significant acquisition or disposal, merger, division, change of corporate form, or dissolution of the Company;

8)Within the scope authorized by the general meeting of shareholders, to decide on the company’s investment, acquisition and sale of assets, mortgage, entrusted financial management, connected transactions, etc.;

9)to examine external guarantees of the Company in accordance with laws and the provisions of the Articles of Association and its appendices;

10)to decide on the internal management departments of the Company;

11)to appoint or remove the Company’s president; to appoint or remove senior vice-presidents, Chief Financial Officer and vice-presidents according to the recommendations of the president; to appoint or remove the secretary of the Board of Directors; and to decide on their remunerations;

12)to appoint or replace the members of the Board of Directors and the board of supervisors of the Company’s wholly-owned subsidiaries; to appoint, replace or recommend the shareholder representatives and candidates for directors and supervisors of the subsidiaries controlled or invested by the Company.

13)to determine the establishment of Company’s branch offices;

14)to formulate proposals for any amendment of the Articles of Association and its appendices;

15)to set forth the Company’s basic management system;

16)to manage the Company’s disclosure;

17)to propose in a shareholders’ general meeting to engage or replace the accounting firm which undertakes auditing of the Company;

18)to listen to the president’s work report and inspect the president’s work;

19)to determine important and administrative matters of the Company other than those which should be determined by resolutions of shareholders’ general meeting of the Company as specified by laws, administrative rules, regulations of competent departments, the Articles of Association and its appendices, and to sign other important agreements;

20)to exercise other functions and powers stipulated by laws, administrative rules, regulations of competent departments, the Articles of Association, its appendices, and conferred by the general meeting of shareholders.

2.Responsibilities

Directors shall be liable for the resolutions of the board meeting. If a board resolution violates laws, administrative regulations or the Articles of Association, or results in serious losses to the Company, directors who vote in favor shall bear direct liability (including compensation); directors who are proved and recorded in minutes to have expressed objection during voting may be exempted from liability; directors who abstain from voting or fail to attend or entrust others to attend shall not be exempted from liability; directors who explicitly raise objections in the discussion but do not vote against shall not be exempted from liability.