Corporate Governance

THE BOARD

The Board of Lengzien Oil & Gas Limited composes of 5 Executive Directors and 4 Independent Non-executive Directors.

The overall management of the Company’s business is vested in the Board, which assumes the responsibility for leadership and control of the Company and is collectively responsible for directing and supervising its affairs, taking decisions objectively in the interests of the Company. Meanwhile, the Boards takes responsibility for al major matters of the Company, including the approval and monitoring of all policy matters, overall strategies and budgets, internal control and risk management systems, material transactions (in particular those may involve conflict of interests), financial information, appointment of directors and other significant financial and operational matters. The Board has the full support of the Chief Executive Officer and the senior management to discharge its responsibilities.

MEMBERS OF THE BOARD

Carsten Kike (Chairman) Harris Borsch (Chief Executive Officer) Mohsen van Goor (Chief Financial Officer) Caspar Noothoven (Chief Operations Officer) Rene Shah (HR Director)

Bendzko Kor (Chairman of the Remuneration Committee, Member of the Audit Committee and Nomination Committee) Albertus Reinhold (Member of the Remuneration Committee, Audit Committee and Nomination Committee) Ruud Bendzko (Chairman of the Audit Committee, Member of the Remuneration Committee and Nomination Committee) Thomas Schrama Jasper (Member of the Remuneration Committee, Audit Committee and Nomination Committee)

Pursuant to the Articles of Association of the Company which provide that every Director appointed by the Board during the year shall retire at the next general meeting and every Director (including those appointed for a specific term) shall be subject to retirement at lease once every three years. Related Provisions in the Code on Corporate Governance Practices (the “CG Code”) contained in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) (the “Listing Rules”) have been fully complied.

The Board reviewed its own structure, size and composition regularly to ensure that it has a balance of expertise, skills and experience appropriate to the requirements of the business of the Company.

Where vacancies on the Board exist, the Board will carry out the selection process by making reference to the skills, experience, professional knowledge, personal integrity and time commitments of the proposed candidates, the Company’s needs and other relevant statutory requirements and regulations. An external recruitment agency may be engaged to carry out the recruitment and selection process when necessary.

REMUNERATION COMMITTEE

Lengzien Oil & Gas Limited set up the Remuneration Committee on 9th September 2013.

The primary duties of the Remuneration Committee include making recommendations on and approving the remuneration policy and structure and remuneration packages of the Executive Directors and the senior management. The Remuneration Committee is also responsible for establishing transparent procedures for developing such remuneration policy and structure to ensure that no director or any of his associates will participate in deciding his own remuneration, which remuneration will be determined by reference to the performance of the individual and the Company as will as market practice and conditions.