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Terms of Reference
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Objective
¡@ The objective of the Remuneration Committee is to set and review the Group's remuneration policy and structure for all the directors and senior management.
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Membership 
A majority of the members of the Remuneration Committee should be independent non-executive directors appointed by the Board from time to time.

The members currently comprise:
- Mr. Lo Hoi Chun
- Mr. Li Kwok Sing, Aubrey
- Mr. Choi Ngai Min, Michael
- Mr. Kwok Lam Kwong, Larry

The Chairman of the Committee shall be appointed from among the Committee members.
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Meetings
¡@ The quorum of a meeting shall be two members of the Committee.
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Duties, powers and functions
¡@ (a) To make recommendations to the Board on the Group's policy and structure for all remuneration of directors and senior management and on the establishment of a formal and transparent procedure for developing policy on such remuneration.

¡@ (b) To have the delegated responsibility to determine the specific remuneration packages of all executive directors and senior management, including benefits in kind, pension rights and compensation payments, including any compensation payable for loss or termination of their office or appointment, and make recommendations to the board of the remuneration of non-executive directors. The remuneration committee should consider factors such as salaries paid by comparable companies, time commitment and responsibilities of the directors, employment conditions elsewhere in the group and desirability of performance-based remuneration.

¡@ (c) To review and approve performance-based remuneration by reference to corporate goals and objectives resolved by the board from time to time.

¡@ (d) To review and approve the compensation payable to executive directors and senior management in connection with any loss or termination of their office or appointment to ensure that such compensation is determined in accordance with relevant contractual terms and that such compensation is otherwise fair and not excessive for the Group.

¡@ (e) To review and approve compensation arrangements relating to dismissal or removal of directors for misconduct to ensure that such arrangements are determined in accordance with relevant contractual terms and that any compensation payment is otherwise reasonable and appropriate.

¡@ (f) To ensure that no director or any of his associates is involved in deciding his own remuneration.

¡@ (g) To undertake on behalf of the Chairman or the Board such other related tasks as the Chairman or the Board may from time to time entrust to it.

¡@ (h) The Chairman and/or the Chief Executive Officer, if any, shall be consulted respectively about the proposed remuneration package.

¡@ (i) To delegate any implementation of the duties, powers and functions to the Chairman and/or the Managing Director of the Company in relation to the specific remuneration packages of all the directors and senior management of the company other than that of themselves.

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¡@ From time to time invite advisors to the meeting, including but not limited to external advisors or consultants to assist/advise the members.

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