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        CN EN TC
        Remuneration Committee
        The board of the directors (the “Board”) of China Foods Limited (the “Company”) established the Remuneration Committee (the “Committee”) on 6 April 2005.

        The Committee shall review the Company’s policy on remuneration packages of all executive directors (the “Executive Directors”) and senior management (the “Senior Management”) of the Company, and make recommendations to the Board of the remuneration of non-executive directors. The Company shall pay sufficient remuneration to attract and retain the directors to run the Company successfully without paying more than necessary. No director should be involved in deciding his own remuneration.
        Terms of Reference of the Remuneration Committee
        Remuneration Committee
        Mr. Mok Wai Bun, Ben (Chairman)
        Independent Non-Executive Director

        Mr. Stephen Edward Clark
        Independent Non-Executive Director

        Mr. Chen Lang
        Non-Executive Director and the Chairman of the Board