1.0 Definition
1.1 For the purposes of these terms of references (the Terms):
“Board” means the board of directors of the Company.
“Secretary of the Board” means the Secretary of the Board of the Company.
“Directors” mean the members of the Board.
“Executive Directors” mean the executive directors of the Board.
“Independent Non-Executive Directors” mean the independent non-executive directors of the Board.
“Non-Executive Directors” mean the non-executive directors of the Board.
“Strategic Development Committee” or “Committee” means the strategic Development committee established by the resolution of the Board in accordance with clause 2 of these Terms.
“Senior Management” means the president, vice president, chief financial officer, chief operation officer, Secretary of the Board and any other officers of the Company appointed by the Board from time to time.

2.0 Constitution
The Board hereby resolves to establish a committee of the Board to be known as the Strategic Development Committee.

3.0 Membership
3.1 The Strategic Development Committee shall be appointed by the Board from time to time from amongst the Directors and consist of five Directors.
3.2 The chairman of the Strategic Development Committee (the “Chairman”) shall be nominated by Chairman of the Board, or more than half of the Independent Non-Executive Directors, or more than one-third Directors, and elected by the Board.
3.3 Committee members shall have an obligation to keep all matters discussed by the Committee confidential and cannot release any related information to outsiders without the Committee’s permission.

4.0 Meetings
4.1 Regular meetings shall be held at least two times a year. Meetings may also be convened by the Chairman of the Committee or not less than two Committee members as and when required.
4.2 The quorum of the meeting shall be three (i.e., not less than three Committee members). Each member shall have one vote. Any decision made by the Committee shall require at least two-thirds of the votes.
4.3 Fifteen days’ notice shall be given to all members before a meeting (except for special circumstances). Agenda of Committee meeting and accompanying meeting papers should be sent by the Secretary of the Board to all Committee members at least 7 days before the intended date of the meeting (except for special circumstances).
4.4 Directors and Senior Management other than Committee members may be invited to attend the meetings, if necessary.
4.5 The Secretary of the Board shall be the secretary of the Strategic Development Committee.

5.0 Authority
5.1 The Strategic Development Committee is authorized by the Board to discharge its duties within these Terms. It is authorized to seek any relevant information it requires from the Senior Management who is directed to co-operate with the Strategic Development Committee.
5.2 The Strategic Development Committee is authorized by the Board to obtain outside independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary. The relevant expense shall be born by the Company.

6.0 Duties
6.1 The duties of the Strategic Development Committee shall include:
A. To study and review the Company’s proposals on major projects including investment, capital deployment, operation of assets and financing plans, and to provide opinions thereon which shall be approved by the Board regulated by the “Articles of Association of the Company”;
B. To investigate, study out and review the Company’s long-term development strategy including but not limited to product development strategy, technology roadmap, market strategy, investment strategy, sales strategy, talent strategy and to provide proposals thereon;
C. To study and provide proposals on major issues that will affect the Company’s development;
D. Other matters authorized by the Board.
6.2 The Strategic Development Committee shall submit reports to the Board on the progress of their work and the report shall at least include:
A. review and analysis of the actual progress of the Company’s major strategic plans;
B. analysis and evaluation of the Company’s long-term development and major investment plans;
C. other matters to be reported at the request of the Board.

7.0 Reporting Procedures
The Secretary of the Board shall circulate the minutes and reports of the Committee meetings after approved and signed by members to all members of the Board.