aupu

Members of the board

The Audit Committee

The Remuneration Committee

The Terms of Reference of Nomination Committee

TERMS OF REFERENCE OF THE NOMINATION COMMITTEE

MEMBERSHIP

1. The members of the Nomination Committee shall be appointed by the board of directors from amongst the Independent Non-executive Directors.

2. The chairman of the Nomination Committee shall be appointed by the board of directors and shall be chaired by the Chairman of the board or an independent non-executive director.

3. The quorum for meetings of the Nomination Committee shall be two members.

SECRETARY

4. The company secretary shall be the secretary of the Nomination Committee.

FREQUENCY OF MEETINGS

5. The Nomination Committee shall meet at least once a year.

CONSULTATION

6. The board of directors authorizes the Nomination Committee to seek appropriate professional advice within or outside the Group, at the Company’s expense, as the Nomination Committee deems necessary.

DUTIES

7. The duties of the Nomination Committee are:

. to review the structure, size and composition (including the skills, knowledge and experience) of the board of directors at least annually and make recommendations on any proposed changes to the board of directors to complement the Company’s corporate strategy;

. to identify individuals suitably qualified to become board members and select or make recommendations to the board of directors on the selection of individuals nominated for directorships;

. to assess the independence of independent non-executive directors;

. to make recommendations to the board of directors on the appointment or re-appointment of directors and succession planning for directors in particular the Chairman and the President;

. to do any such things to enable the Nomination Committee to discharge its powers and functions conferred on it by the board of directors; and

. to report to the board of directors on its decisions or recommendations, unless there are legal or regulatory restrictions.

MINUTES OF MEETINGS

8. Minutes of meetings of the Nomination Committee shall be sent to all members of the board of directors.

PERFORMANCE REVIEW

9. The Nomination Committee shall review its performance annually with reference to the authorities and duties set out herein.

The composition of Nomination Committee

The Nomination Committee is consisted by 3 Non-executive directors, Mr.Wu Tak Lung, Mr.Cheng Houbo and Mr. Shen Jianlin and 2 executive directors, Mr. Fang James and Mr. Fang Shengkang. Mr. Cheng Houbo is the chairman of the Nomination Committee.

Fang James

is an executive Director and the chairman of the AUPU Group Holding Company Limited, AUPU Electrical and AUPU Technology. Mr. Fang and his cousin Mr. Fang Shengkang founded AUPU Electrical in 1993. Mr. Fang directs the strategic growth and development of the Group, with responsibility for reviewing implementation of the Board’s policies and decisions and representing the Group in communications with the media and external parties.

Fang Shengkang

is an executive Director and the general manager of AUPU Electrical and AUPU Technology. Mr. Fang and his cousin Mr. Fang James founded AUPU Electrical in 1993. Mr. Fang is responsible for overseeing the day-to-day operations of the Group and the implementation of the Board’s policies and decisions, including execution of annual business plan and investment plan.

First Pre Next Last