中信证券 www.cs.ecitic.com

Independent non-executive Directors (3 individuals)

Mr. LIU Ke, serves as an independent non-executive Director of the Company. Mr. LIU joined the Company in 2016 and was appointed as an independent non-executive Director of the Company on 19 January 2016. Mr. LIU is a professor of the Business School of Beijing Language and Culture University. Mr. LIU was engaged in teaching, scientific research and management in Lanzhou University of Finance and Economics from July 1984 to October 1997. From October 1997 to May 2001, he served as a professor of Beijing Wuzi University engaging in teaching, scientific research and management and executive deputy chief editor of China Business and Market Magazine. Mr. LIU was accredited as State Council Expert for Special Allowance in April 1999 and was accredited as Beijing Municipal Trans-century Talent in April 2000. Mr. LIU obtained a Bachelor of arts degree from the Department of Foreign Languages of Northwest Normal University in 1984, a Master’s degree in business administration from the College of Business of University of Georgia in 1993 and a Doctoral degree in economics from the School of Finance of Renmin University of China in 2000.


Mr. HE Jia, serves as an independent non-executive Director of the Company. Mr. HE joined the Company in 2016 and was appointed as a Director on 19 January 2016. He formally took office on 23 March 2016 (upon approval by the regulatory authority on the qualification for serving as independent director). Mr. HE also serves as a chair professor of Southern University of Science and Technology of China, Cheung Kong Visiting Chair Professor of the Ministry of Education and executive director and academic member of the China Society for Finance and Banking, and is also an independent director of Tongfang Co., Ltd. (a company listed on SSE), Shenzhen Xinguodu Technology Co., Ltd. (a company listed on ChiNext of SZSE), China Chengtong Development Group Limited (a company listed on Hong Kong Stock Exchange), OP Financial Investments Limited (a company listed on Hong Kong Stock Exchange), China Investment Securities Co., Ltd. and Tibet Huayu Mining Co., Ltd. Mr. HE was an assistant professor and associate professor (life tenure) of the University of Houston from August 1991 to August 1999, professor of the Department of Finance of The Chinese University of Hong Kong from August 1996 to July 2015, member of the Planning and Development Committee of the CSRC from June 2001 to July 2002 and the director of Shenzhen Stock Exchange Research Institute from June 2001 to October 2002. Mr. HE graduated from Heilongjiang University in 1978, majoring in mathematics (worker-peasant-soldier student), obtained a double Master’s degree in computer science and decision science engineering from Shanghai Jiao Tong University in 1983 and obtained a Doctoral degree majoring in finance from the Wharton School of the University of Pennsylvania in 1988.


Mr. CHAN, Charles Sheung Wai, serves as an independent non-executive Director of the Company. Mr. CHAN joined the Company in 2016 and was appointed as a Director on 19 January 2016. He formally took office on 9 May 2016 (upon approval by the regulatory authority on the qualification for serving as independent director). Mr. CHAN also serves as an independent non-executive director of SRE Group Limited (a company listed on Hong Kong Stock Exchange) and an independent non-executive director of ChangYou.com Limited (a company listed on NASDAQ, USA). Mr. CHAN joined Arthur Andersen Canada in 1977 and became a global partner of Arthur Andersen in 1998. He joined Arthur Andersen China/Hong Kong in 1994 and served as head of audit department and business consulting department of Greater China region. He was a partner of the China/Hong Kong Office of PricewaterhouseCoopers and assumed senior management functions from July 2002 to June 2012. Mr. CHAN was an independent director of China Grand Auto Limited (a company listed on SSE) from October 2013 to August 2015. Mr. CHAN served as a member of the Listing Committee of Hong Kong Stock Exchange from 1998 to 2001 and served as a member of the Selection Committee for the first Legislative Council of the Hong Kong Special Administrative Region in 1998. From 1996 to 1999, he was a council member of the Hong Kong Society of Certified Public Accountants, a member of the Accounting Standards Committee, a member of the Auditing Standards Committee and the chairman of the China Accounting Standards Committee. Mr. CHAN obtained his professional qualification as a Certified General Accountant in Canada in 1980 and became a certified public accountant in Hong Kong in 1995. Mr. CHAN obtained a Bachelor (with) Honour degree in Commerce from the University of Manitoba, Canada in 1977.


Mr. LEE Kong Wai,Conway, an independent non-executive Director of the Company. Mr. LEE joined the Company in 2011, and was appointed as a Director on 14 November 2011. Mr. LEE is also the independent non-executive director of Tibet 5100 Water Resources Holdings Ltd., Chaowei Power Holdings Limited, West China Cement Limited, China Modern Dairy Holdings Ltd., NVC Lighting Holding Limited, GOME Electrical Appliances Holdings Limited, Yashili International Holdings Limited, GCL New Energy Holdings Limited, WH Group Limited and China Rundong Auto Group Limited, respectively, all of the above companies are listed on the Hong Kong Stock Exchange. Mr. LEE served as a partner of Ernst & Young over 29 years and held key leadership positions in the development of such firm in China. Mr. LEE has been a member of The Institute of Chartered Accountants in England and Wales since October 2007, The Institute of Chartered Accountants in Australia and New Zealand (formerly known as “The Institute of Chartered Accountants in Australia”) since December 1996, The Association of Certified Accountants since September 1983, the Hong Kong Institute of Certified Public Accountants since March 1984 and the Macao Society of Certified Practicing Accountants since July 1995. Mr. LEE was appointed as a member of the CPPCC of Hunan Province in China since 2008. He obtained a Bachelor’s degree in business studies in 1980 from Kingston University (formerly known as Kingston Polytechnic) and a postgraduate diploma in business in 1988 from Curtin University of Technology in Australia.

(Mr. LEE will cease as independent non-executive Director after Mr. CHAN, Charles Sheung Wai obtains his qualification of as an independent Director of a securities company.)


Mr. RAO Geping,an independent non-executive Director of the Company. Mr. RAO joined the Company in 2011, and was appointed as a Director on 11 Augutst 2011. Mr. RAO is also a professor and doctoral supervisor of the International Law Institution, head of the Center for Hong Kong and Macao Studies, head of the Center of Hong Kong, Macao and Taiwan Law Studies in Peking University. Mr. RAO also serves as member of 12th CPPCC National Committee and member of the Committee for the Basic Law of Hong Kong of the Standing Committee of the NPC; chairman of the Institute of Hong Kong and Macao Affairs of the Development Research Center of the State Council; member of the Law Specialty Committee on National Self-taught Higher Education Examinations; and independent supervisor of China TravelSky Holding Company. Mr. RAO previously served as an independent non-executive director of China National Biotec Group Company Limited, Yangguang Xinye Real Estate Co., Ltd. (a company listed on Shenzhen Stock Exchange) and Poly Culture Corporation Limited (a company listed on Hong Kong Stock Exchange). Mr. RAO obtained a Master’s degree in law in 1982 from Peking University and was a visiting scholar at the University of Washington, New York University, and Max Planck Institute of International Law.

(Mr. RAO will cease as an independent non-executive director and commence services as Supervisor of the Company after Mr. HE Jia obtains his qualification of as an independent director of a securities company.)