DIRECTORS, SUPERVISORS, MANAGEMENT AND EMPLOYEES A1a41 The board consists of fourteen members, three of which are Independent Non-executive Directors. The Directors are elected in the general meetings of our company for a term of three years, renewable upon re-election and re-appointment after expiry of the term. All of the directors except Independent Non-executive Director may serve as Manager or other senior management but not supervisor. The functions and obligations of the board include convening shareholders’ general meetings and reporting its work to shareholders at these meetings, implementing shareholders’ resolutions, determining our business plans and investment proposals, formulating our annual financial budget and accounts, formulating our dividend and bonus distribution plan, formulating proposals for the increase or decrease in our registered capital and exercising any other powers conferred under our Articles of Association. The Company Law requires a joint stock company with limited liability to establish a supervisory committee. This provision has been stipulated in our Articles of Association. Our supervisory committee consists of five members. Three members must be elected by our shareholders in a general meeting and may be removed by shareholders in a general meeting. Two members must be a representative elected by our employees. The term of Supervisor will be three years renewable upon re-election and re-appointment after expiry of the term. Supervisor may not serve as Director, Manager or senior management member of our company. The functions and obligations of our supervisory committee include reviewing financial reports and other financial information which are proposed to be presented at shareholders’ meetings, and overseeing the actions of our board and other senior officers in carrying out their duties. The supervisory committee can initiate legal proceedings against such Directors on behalf of our company. A resolution proposed at any meeting of our supervisory committee shall be adopted only if it is approved by two-thirds or more of our Supervisors. Chairman Mr. Yin Jiaxu ( ), aged 49, is our Chairman and an Executive Director. Mr. Yin joined our company in 2001 and is mainly responsible for formulating business strategies. In addition, Mr. Yin plays a key role in establishing relationships with major customers and overseeing expansion plans of our company. Mr. Yin also carries out such duties prescribed by our Articles of Association which include, among others, convening and chairing meetings of the Board of Directors. However, Mr. Yin is required under our Articles of Association to abstain from voting on matters in situations where a conflict of interest arises or may potentially arise. Mr. Yin was the chairman of the board of directors of Hebei Changan Shengli Automobile Company Limited (“Hebei Shengli”) from December 1998 to February 2005. On 1 February, 2005, on application of Hebei Shengli, the Intermediate Level People’s Court of Baoding granted a liquidation order on Hebei Shengli. Hebei Shengli is currently undergoing the liquidation process pending grant of final liquidation order from the court and cancellation of registration. Mr. Yin was not involved in any investigation by the Stock Exchange, the SFC, the provisional liquidators or any of the other regulators. Mr. Yin graduated from Chongqing University with a master’s degree in engineering and from , with a master’s degree in Business Administration. He worked for Chongqing Yuzhou Gear Factory. From 1996 to 1999, Mr. Yin was the Office Director and Deputy Director of the Southwestern Bureau of the China Ordnance Equipment Group. He also served — 149 — DIRECTORS, SUPERVISORS, MANAGEMENT AND EMPLOYEES as the Executive Deputy General Manager, General Manager and Deputy Secretary of the Party Committee of Changan Co.. Mr. Yin serves as the Deputy General Manager of CSI Group, and Chairman, President and Secretary of the Party Committee of Changan Co.. He is also the general manager of China South Industries Automobile Co.. Executive Directors Mr. Huang Zhangyun ( ), aged 52, joined our company as an Executive Director in August 2001. Mr. Huang obtained a bachelor’s degree in Industrial Accounting from Chongqing Broadcasting University in 1986. In 2001, he obtained a master’s degree in Business Administration from the Asia International Open University (Macau). In 1970, Mr. Huang joined Jiangling Machinery Factory. Since 1996, he has been the Director, Assistant to the President and Vice President of Changan Co. From 1997 to 2003, he was also the General Manager of Changan Sanchan. Mr. Lu Xiaozhong ( ), aged 58, joined our company as an Executive Director in August 2001. He was our general manager from October 2001 to February 2004. Mr. Lu obtained a bachelor’s degree from the Chongqing Normal University (formerly Chongqing Normal College) in 1982. From 1987 to 1988, Mr. Lu was the Deputy Head of the Chongqing Foreign Economic and Trade Commission. From 1988 until now, Mr. Lu has been the Deputy General Manager and Director of Minsheng Industrial, the Director of Ming Sung (HK) and the General Manager of Minsheng Ferry Co., Ltd. He was a committee member of the Chongqing Chinese People’s Political Consultative Conference (“CPPCC”) and the Deputy Chairman of Chongqing General Chamber of Commerce (industrial and commercial association) from 1997 to 2002. He has been a committee member of the Chongqing China National Democratic Construction Association (CNDCA) since 2002. Mr. Shi Chaochun ( ), aged 40, joined our company as our executive deputy general manager in October 2001. He has been our general manager since February 2004 and our Executive Director since February 2005. Mr. Shi is mainly responsible for overall strategic planning and business development. Mr. Shi obtained a bachelor’s degree from Chengdu Science and Technology University in 1987 and a master’s degree in Industrial Engineering from Chongqing University in December 2002. From 1994 to 1997, Mr. Shi worked for Changan Co. as Secretary to the Vice President and the Deputy Director of the planning and development department. He worked for Shanghai North Transportation Company as Deputy General Manager from 1997 to 2001. Mr. James H McAdam, aged 51, joined our company as an Executive Director in June 2005. He graduated from Michigan State University in 1977 with a bachelor’s degree in Arts and obtained a master’s degree in Arts from the University of San Francisco in 1998. With more than 20 years of experience in various capacities in the transportation and logistics industry, Mr. McAdam has spent over 10 years in Asia holding senior management positions in Thailand, Japan and Singapore. In 1984, he joined American President Lines Ltd. (“APL”) Chicago as District Manager in marketing department and became General Manager of APL’s Thailand office in 1988. In 1992, he served as Director for Strategic Marketing and Pricing in APL Japan and returned to APL Oakland as Vice President of Business Logistics Service in 1994. In 1999, he rejoined NOL — 150 — DIRECTORS, SUPERVISORS, MANAGEMENT AND EMPLOYEES Group as Vice President and Managing Director of APL’s North Asia office and was in charge of the day-to-day operations of our company’s business in Japan, North & South Korea, and the Russian Far East. In 2004, Mr. McAdam was the Senior Vice President of Business Solutions. He currently holds the position of Senior Vice President of Supply Chains Solution in APLL. As a senior management staff of NOL Group, Mr. McAdam has assumed, and may from time to time assume, other executive positions and, or directorships in any one or more NOL Group entities globally. Non-executive Directors Mr. Lu Guoji ( ), aged 82, joined our company as a Non-executive Director in August 2001. He was appointed as our Vice Chairman in October 2001. Mr. Lu obtained a bachelor’s degree in Civil Engineering from Chongqing Central University ( ) in 1948. Since 1984, Mr. Lu has served as the Managing Director, Deputy Chairman and Chairman of Minsheng Industrial and the Chairman of Ming Sung (HK). The State Council has been granting him a special allowance in recognition of his contribution to the country as an expert in engineering, since 1993. From 1982 to 1997, Mr. Lu was the committee member and member of the Standing Committee of Chongqing CPPCC for the seventh, eighth, ninth and tenth session. From 1997 until now, he has been the committee member of the Standing Committee of the CPPCC of Chongqing Municipality for the first session. From 1988 to 2003. Mr. Lu was the committee member of CPPCC for the seventh, eighth and ninth session at the national level. Mr. Koay Peng Yen ( ), aged 40, joined our company as a Non-executive Director in February 2004. Mr. Koay obtained a Master of Science degree in Ocean Systems Management from the Massachusetts Institute of Technology. Mr. Koay began his career in NOL in 1988 and has progressed quickly through the ranks, holding a number of senior positions. From 1996 to 1999, he served as Head and Vice President of Corporate Planning in NOL. From 2000 to 2002, he was the Vice President for Intra-Asia, Middle East and Australia. From 2002 to 2003, he was the Senior Vice President for Trans-Pacific, based in Oakland, the United States of America. In 2003, he was APL’s Regional President for the Greater China Region. In 2004, he was appointed as, and is currently, the NOL Group’s Regional President for the Greater China Region. As a senior management staff of NOL Group, Mr. Koay has assumed, and may from time to time assume, other executive positions and, or directorships in any one or more NOL Group entities globally. Mr. Zhang Baolin ( ), aged 43, joined our company and was appointed as a Non-executive Director in February 2004. From 1989 to 1996, he worked in Southwestern Military Industrial Bureau as Deputy Secretariat and Secretariat of the communist youth league.