Our Directors are elected to serve a term of three years, which is renewable upon re-election and/or re-appointment.
The functions and powers of our Board include, among others:
(a)convening shareholders' meetings and reporting its work to shareholders at such meetings;
(b)implementing shareholders'resolutions;
(c)determining our business plans and investment proposals;
(d)formulating the proposed annual financial budgets and final accounts;
(e)formulating our profit distribution plans and loss recovery plans;
(f)formulating proposals for the increase or decrease in our registered capital and the issuance of debentures;
(g)formulating our plans for merger, division or dissolution;(h)deciding the establishment of internal management department;
(i)hiring or dismissing the CEO, hiring or dismissing the secretary of board of directors, COO, CFO and other senior management staff such as chief executive committee members proposed by the CEO, and determining their remuneration;
(j)formulating the basic management system;
(k)formulating proposals for any amendments to our Articles of Association;(l)receiving periodic work progress reports from the CEO;
(m)exercising any other powers conferred or authorized by laws, regulations, the shareholders' meetings or under our Articles of Association.
Except for items (f), (g) and (k) above, which require the affirmative vote of more than two-thirds of all of our Directors (in addition to the affirmative vote of more than two-thirds of the voting rights represented by shares held by shareholders who are present at the relevant meeting), resolutions on any other items may be approved by the affirmative vote of a majority of our Directors.