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Ninetowns recognizes the importance of comprehensive corporate governance as a critical factor in achieving business success and strengthening shareholder interests. The Board of Directors is fully committed to best practices in corporate governance in the fulfillment of its responsibilities to shareholders and to oversee the work of management. Ninetowns' Board of Directors and management are dedicated to ensuring that the Company continues to be governed and managed with the highest standards of responsibility, ethics and integrity. For detailed information regarding our corporate governance guidelines and committees, please refer to the links here.

Audit Committee

Our audit committee will be responsible for, among other things:

  • • the integrity of our financial statements;
  • • the qualifications, independence and performance of our independent auditors;
  • • the performance, budget and staffing of our internal audit functions;
  • • the review and approval of all related party transactions;
  • • our compliance with legal and regulatory requirements;
  • • the development and implementation of corporate governance principles, policies, codes of conduct and ethics relating to the operation of our board of directors and its committees as well as our company as a whole;
  • • appointing, setting the compensation for, retaining, overseeing and terminating our
    independent auditors;
  • • reviewing and approving the scope and staffing of the independent auditors' annual audit plan;
  • • establishing policies for the hiring of current and former employees of the independent auditors;
  • • evaluating the performance of the officers responsible for internal audit functions and making recommendations regarding the responsibilities, retention and termination of such officers;
  • • reviewing and approving the critical accounting policies and practices and related-party transactions and off-balance sheet transactions of the company;
  • • reviewing our internal controls and disclosure controls and procedures in conjunction with our chief executive officer and chief financial officer;
  • • appointing a compliance officer with respect to our corporate governance guidelines and codes of conduct and ethics;
  • • meeting annually with management to discuss compliance with our corporate governance guidelines;
  • • coordinating the training of directors; and
  • • reporting regularly to the board of directors.

Compensation Committee

Our compensation committee will be responsible for, among other things:

  • • review and approval of the compensation of our executive officers;
  • • recommendations with respect to our incentive compensation plans and equity-based plans;
  • • approval of awards or material amendment of any employee benefit plan or share option plan;
  • • oversight of regulatory compliance with respect to compensation matters; and
  • • review and approval of any severance or similar termination payments in excess of
    US$100,000.

Nominating Committee

Our nominating committee will be responsible for, among other things:

  • • nomination of director candidates to serve on our board of directors and recommendation of appointees to the committees of the board of directors;
  • • recommendations to our board of directors regarding the termination of the directorship of directors;
  • • annual evaluation of our board of directors and each of its committees and members;
  • • recommendations to our board of directors concerning the appropriate size and needs of our board of directors; and
  • • annual review of the compensation of members of the board of directors.

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