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Supervisory Committee Members Report of the Supervisory Board

Procedures for Nomination of Supervisors other than those representing employees

The measures and procedures to nominate directors and supervisors other than those representing employees are as follows:
(1)the supervisory committee may nominate the candidate for supervisors to be elected from shareholders within the headcount limit as provided in these Articles of Association and according to the intended numbers to be elected.
(2)the nomination committee shall preliminarily examine the qualification and conditions of the candidate supervisors. The qualified candidates shall be submitted to the supervisory committee for examination. After the supervisory committee has approved the candidates by resolution, a written proposal of the candidate supervisors shall be submitted to the shareholders' general meeting. The supervisory committee shall provide to the shareholders the resume and brief conditions of candidate supervisors.
(3)the shareholders' general meeting shall vote on the candidates one by one.
(4)in case of any need to add or change any supervisor, the supervisory committee is responsible for proposing to the shareholders' general meeting the selection or change of a supervisor.


Functions and Powers of the Supervisory Committee

The supervisory committee shall be accountable to the shareholders' general meeting and exercise the following functions and powers according to law:
(1)to submit written audit opinions on the regular reports prepared by the board of directors of the Company;
(2)to examine the Company's financial affairs;
(3)to supervise the act of the directors and the senior management who perform the companies' duties. To suggest the removal of the directors and senior management who violate any laws, regulations, these Articles of Association or resolutions passed in the shareholders' general meeting;
(4)to require a director or other senior management of the Company to rectify an act if such act is harmful to the Company's interests;
(5)to verify financial information such as financial reports, business reports, profit distribution plans, etc. that the board of directors intends to submit to the shareholders' general meeting and, if in doubt, to be able to appoint a registered accountant or practicing auditor in the name of the Company to assist in reviewing such information;
(6)to propose the holding of extraordinary general meetings and hold and preside over the shareholders' general meetings in the event that the board of directors fails to act in accordance with the regulation of the Company Law to hold and preside the shareholders' general meeting;
(7)to submit proposals to the shareholders' general meetings;
(8)to institute litigation against directors and senior management according to Article 152 of the Company Law;
(9)if it is aware that the operation of the Company is improper, it can conduct investigations; if necessary, it can employ professional institutions such as accounting firms, law firms to assist his investigation work;
(10)other functions and powers provided for in these Articles of Association. Supervisors may attend meetings of the board of directors and make inquiries and suggestions to the resolutions of the board of directors.

As of December 2017


GU Liji, has been an Independent Supervisor and the Chairman of Supervisory Committee of the Company since June 2009, and is currently an Independent Non-executive Director of Maxphotonics Co., Ltd., an Independent Non-executive Director of Shenzhen Changhong Technology Co., Ltd., a Non-executive Director of Xiangtan Electric Manufacturing Group Co., Ltd (XEMC), an Independent Non-executive Director of Bosera Asset Management Co., Limited and Professor of Graduate School at Shenzhen, Tsinghua University. Mr. Gu was a Director of ERGO China Life Insurance Co., Ltd. from May 2013 to August 2014, and was an Executive Director of China Merchants Technology Holdings Co., Ltd. and China Merchants Technology Investment Co., Ltd. (Shenzhen) from November 2008 to October 2010. Before retirement in October 2008, Mr. Gu had served as the Managing Director of China International Marine Containers Co., Ltd., the Chairman and President of China Merchants Shekou Port Services Co., Ltd., the Vice Chairman of the Company, a Director of China Merchants Bank and China Merchants Group Ltd., the Managing Director of China Merchants Shekou Industrial Zone Co., Ltd., Hoi Tung Marine Machinery Suppliers Limited (Hong Kong) and China Merchants Technology Group, respectively, and the Chairman of China Merchants Technology Holdings Co., Ltd. Mr. Gu is also an expert on Applied Electronics of Shenzhen Expert Association. Mr. Gu has obtained the Advanced Management Program AMP (151) certificate from Harvard Business School. Mr. Gu also holds a Master’s degree in Engineering from Management Science Department of University of Science and Technology of China and a Bachelor’s degree in Engineering from Tsinghua University.


Huang Baokui, has been an Independent Supervisor of the Company since June 2016. Prior to his retirement in January 2003, Mr. Huang was the Deputy Secretary of the Party Committee and the Secretary of the Disciplinary Committee of China Merchants Shekou Industrial Zone Co., Ltd. Mr. Huang was the Deputy General Manager of Shenzhen Huada Electronic Co., Ltd. and held the position of supervisor in various companies including China Merchants Shekou Industrial Zone Co., Ltd., Shenzhen Shekou Anda Industry Co., Ltd., Shenzhen Shekou Telecom Co., Ltd., China Merchants Petrochemical Co., Ltd. (Shenzhen) and China Merchants Logistics Co., Ltd. Mr. Huang obtained his graduation certificate in Physics from Jilin University and is a senior political practitioner.


ZHANG Wangjin, has been a Shareholder Representative Supervisor of the Company since June 2013, and is currently the Managing Director of CPG Overseas Company Limited (Hong Kong). Before joining CPG Overseas Company Limited (Hong Kong), Ms. Zhang worked in the Audit Department of PricewaterhouseCoopers CPA and the M&A and Restructuring Department of Deloitte & Touche Financial Advisory Services Limited. Ms. Zhang is a member of CPA Australia. Ms. Zhang holds a Bachelor’s degree in Economics from University of International Business and Economics and has obtained an EMBA degree from Guanghua School of Management of Peking University.


PAN Zhongwu, has been an Employee Representative Supervisor of the Company since July 2012, and is currently the Deputy Director of the Group Office of the Company. Mr. Pan joined the Group in July 1995 and served in the Office of Comprehensive Management Department of Ping An Property & Casualty and the Group Office of the Company successively. Mr. Pan holds a Master’s degree in Finance and Insurance from Wuhan University.


Wang Zhiliang, has been an Employee Representative Supervisor of the Company since August 2017, is currently the Deputy General Manager of the Group Head Office in Shanghai of the Company. Mr. Wang joined the Group in July 2002 and successively worked in the Administration Department of Ping An Life Insurance Company of China, Ltd., Tianjin Branch and the Group Office of the Company. Mr. Wang graduated from the Tianjin University of Finance and Economics (previously known as Tianjin Institute of Finance and Economics) with a Bachelor’s degree in Economic Information Management.