China Power New Energy Development Company Limited (00735.HK)

The members of the Board of Directors (“Board”) of China Power Clean Energy Development
Company Limited are set out below.

Executive Directors

Mr. He Lianhui
Mr. Sun Guigen

Composition

The Investment and Budget Management Committee comprises a total of 8 members, including 3 directors of the Company and 5 senior staffs of the Group. The 3 directors are: Mr. Sun Guigen (Chairman), Mr. He Hongxin and Dr. Li Fang; and the 4 senior staffs are: Mr. Bai Jinchang, Mr. Tian Jiandong, Mr. Chai Mao, and Mr. Chen Xuezhi.

Function

The Investment and Budget Management Committee is under the direct authority of the Board to increase the efficiency of investment and budgeting decisions. It reviews the execution of the Company’s investment and budgeting strategies, and discusses and considers the recommendations on investment and budgeting related matters of the Company.
 

Composition

The Remuneration Committee comprises all 4 independent non-executive directors of theCompany, namely Mr. Chu Kar Wing (Chairman),Dr. Li Fang, Mr. Wong Kwok Tai and Ms. Ng YiKum.

Function

The principal responsibilities of the Remuneration Committee include reviewing and making recommendations to the Board on the Company’s remuneration policy and structure and the remuneration packages of directors and senior management (i.e. the model described in the code provision B.1.2(c)(ii) of the CG Code is adopted). The Remuneration Committee is also responsible for establishing transparent procedures for developing such remuneration policy and structure to ensure that no director or any of his/her associates will participate in deciding his/her own remuneration, which remuneration will be determined by the Board with reference to the performance of the individual and the Company as well as the market practice and conditions.
 

Composition

The Nomination Committee comprises a total of 5 members, being 1 non-executive director: Mr. Tian Jun (Chairman), and the 4 independent non-executive directors: Mr. Chu Kar Wing, Dr.  Li Fang, Mr. Wong Kwok Tai and Ms. Ng Yi Kum. The majority of the committee members are independent non-executive directors.

Function

The principal responsibilities of the Nomination Committee include reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board on a regular basis and recommending any changes to the Board; identifying qualified and suitable individuals to become Board members and selecting and/or making recommendations to the Board on the selection of individuals nominated for directorships; assessing the independence of independent non-executive directors; and making recommendations to the Board on relevant matters relating to the
appointment or re-appointment of directors and succession planning for directors, in particular the Chairman and the Chief Executive Officer of the Company.

In selecting suitable candidates for directorships of the Company, the Nomination Committee may make reference to certain criteria such as the Company’s needs, the integrity, experience, skills and professional knowledge of the candidate, and the amount of time and effort that the candidate will devote to discharge his/her duties and responsibilities. External recruitment professionals might be engaged to carry out selection process when necessary.
 

Composition

The Audit Committee comprises all 4 independent non-executive directors of the Company, namely Mr. Chu Kar Wing(Chairman), Dr. Li Fang, Mr. Wong Kwok Tai and Ms. Ng Yi Kum. In which 2 of the members, Mr. Wong Kwok Tai and Ms. Ng Yi Kum, possess the appropriate accounting and financial management expertise as required under Rule 3.10(2) of the Listing Rules. None of the members of the Audit Committee is a former partner of the Company’s existing external auditor.

Function

The main duties of the Audit Committee are reviewing the financial information and reports of the Group and considering any significant or unusual items raised by the financial officers of the Group or external auditor before submission to the Board; reviewing the relationship with and the terms of appointment of the external auditor and making the relevant recommendation to the Board; and reviewing
 

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