|Independent Director||Audit||Nominating and Governance||Compensation|
|Song Wang||Nominating and Governance|
|Yunjie Liu||Independent Director||Audit||Nominating and Governance||Compensation|
|Mr. Fuya Zheng||Independent Director||Audit||Compensation|
|Mr. Bang Zhang||Independent Director||Audit|
Code of Ethics
This Code of Business Conduct and Ethics (the "Code") contains general guidelines for conducting the business of ChinaCache International Holdings Ltd. (the "Company") consistent with the highest standards of business ethics, and is intended to qualify as a "code of ethics" within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder. To the extent this Code requires a higher standard than required by commercial practice or applicable laws, rules or regulations, we adhere to these higher standards.
This Code is designed to deter wrongdoing and to promote:
- honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
- full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the U.S. Securities and Exchange Commission (the "SEC") and in other public communications made by the Company;
- compliance with applicable laws, rules and regulations;
- prompt internal reporting of violations of the Code; and
- accountability for adherence to the Code.
Home Country Practice
NASDAQ Stock Market Rule 5605 requires that a nomination committee be comprised solely of independent directors. NASDAQ Stock Market Rule 5620 requires each NASDAQ-listed company to hold an annual meeting of shareholders no later than one year after the end of the company’s fiscal year-end. However, NASDAQ Stock Market Rule 5615(a)(3) permits foreign private issuers like us to follow “home country practice” in certain corporate governance matters.
We have elected to follow home country practice with respect to the composition of our nominating and corporate governance committee and the annual shareholder meetings. Our nominating and corporate governance committee consists of Song Wang, Ya-Qin Zhang and Yunjie Liu. Mr. Zhang and Mr. Liu satisfy the “independence” requirements of Rule 5605 of NASDAQ Stock Market Rules. Mr. Wang, the chair of our nominating and corporate governance committee, is our founder and chief executive officer.
In addition, we have also elected to follow home country practice with respect to annual meetings and did not hold an annual meeting of shareholders in 2013. It is our intention not to hold annual shareholder meetings in the future unless we have specific matters that require shareholders’ approvals.
Other than the two matters described above, there are no significant differences between our corporate governance practices and those followed by U.S. domestic companies under NASDAQ Stock Market Rules.