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Document No. 9: Report on the Establishment of Special Committees of the Board of Directors

Document No. 9 of the 2005 Annual General Meeting

Report on the Establishment of Specialized Committees of the Board of Directors

Dear Shareholders:
To further improve the company’s corporate governance structure and its performance evaluation and incentive mechanisms for management, and to promote scientific and efficient decision-making by the Board of Directors, in accordance with relevant provisions such as the Corporate Governance Code for Listed Companies and the Opinions on Enhancing the Quality of Listed Companies, it is proposed to establish the following two specialized committees of the Board: the Audit Committee and the Compensation and Performance Evaluation Committee. Their composition and principal responsibilities are set out below:
1. Audit Committee: (5 members)
Convener: Zhang Guile (Independent Director)
Members: Zhang He, Xu Xiaorui, Lü Zhongli (Independent Director), Wang Dong (Independent Director), Zhang Guile (Independent Director)
Main Responsibilities: (1) Propose the engagement or replacement of an external auditing firm; (2) oversee the company’s internal audit system and its implementation; (3) facilitate communication between internal and external auditors; (4) review the company’s financial information and its disclosures; (5) examine the company’s internal control system.
2. Compensation and Assessment Committee: (5 members)
Convener: Wang Dong (Independent Director)
Members: Zhang He, Mu Chuanjiang, Lü Zhongli (Independent Director), Wang Dong (Independent Director), Zhang Guile (Independent Director)
Main responsibilities: (1) to study the criteria for evaluating directors and senior management, conduct such evaluations, and make recommendations; and (2) to study and review the remuneration policies and plans for directors and senior management.
Please review the above report.

May 30, 2006