1. Board of Directors - China TransInfo's board of directors is currently comprised of seven members: Shudong Xia, Danxia Huang, Xingming Zhang, Walter Teh Ming Kwauk, Dan Liu, Zhongsu Chen, and Brandon Ho-Ping Lin. Among the directors,Xingming Zhang, Walter Teh Ming Kwauk, Dan Liu, and Zhongsu Chen are independent directors.
   
   1. SHUDONG XIA - Chairman
      Mr. Xia has been Chief Executive Officer, President, Secretary and Director of China TransInfo since May 14, 2007. Mr. Xia founded the subsidiary, Chinafront, in 2000. From 2002, Mr. Xia, while with Chinafront, was involved with the “GIS-based digital city-services system study and demonstration”, one of the key projects of China 863-Plan. Prior to his involvement with China TransInfo, Mr. Xia, from 1998 was involved in several research projects at Peking University. In 2003, Mr. Xia received his PhD in Cartology and Geographic Information Systems from the Remote Sensing and GIS Institute of Peking University and serves on several government advisory committees for the development of GIS services for urban planning.
      
      
   2. DANXIA HUANG
      Ms. Huang has been Vice President of China TransInfo since May 14, 2007 and Director since May 26, 2007. Ms. Huang is in charge of Finance and Treasury. From November 2006, Ms. Huang was Vice President of our subsidiary Chinafront, where she was in charge of Strategic Development, Business Administration Management and Finance. From April 2005, Ms. Huang was the Vice President of First City Investment Inc. of Hong Kong. From April 2001, Ms Huang worked at Beijing Business Travel Holiday Net-Tech Co., Ltd., an internet company, as Chief Executive Officer. Ms. Huang has a Master’s in Business Administration in Finance from Murdoch University of Australia.
      
      
   3. Brandon Ho-Ping Lin
      Mr. Lin is a partner at SAIF Partners, one of the largest and most successful growth venture capital funds focused on China with $4 billion under management. Mr. Lin sits on the board of directors of several of SAIF’s portfolio companies including NVC Lighting, Runtian Bottled Water, Vienna Hotels, He Jian Semiconductor and MDC Telecom.
      Prior to joining SAIF in 2001, Mr. Lin was a vice president of investment banking with Credit Suisse / Donaldson, Lufkin & Jenrette (DLJ) in New York from 1997 to 2001 where he executed IPOs, M&A deals and debt transactions for technology companies and worked on LBO transactions for large private equity firms.  He also previously worked as an associate in M&A and securities law with Sullivan & Cromwell in Hong Kong and Los Angeles. Brandon graduated from Stanford University in 1991 with a Bachelor’s degree with distinction and Phi Beta Kappa and from Harvard Law School in 1994 with a Juris Doctor degree cum laude.
      
      
   4. Walter Teh Ming Kwauk - Independent Director
      Mr. Kwauk is currently a vice president of Motorola Solutions, Inc. ("Motorola") and its director of corporate strategic finance and tax, Asia Pacific. He joined Motorola in January 2003 after 25 years of professional services with KPMG in Vancouver, Hong Kong, Beijing and Shanghai. Between 1987 and 2002, Mr. Kwauk held a number of senior positions in KPMG, including general manager of KPMG’s joint accounting firm, managing partner in KPMG’s Shanghai office and partner in KPMG’s Hong Kong office. Mr. Kwauk is also an independent non-executive director of Alibaba.com Limited. Mr. Kwauk is a member of the Hong Kong Institute of Certified Public Accountants. He holds a Bachelor’s degree in Science and a Licentiate’s degree in Accounting from University of British Columbia.
      
      
   5. Dan Liu - Independent Director
      Mr. Dan Liu has over forty years of experience in the electronics and information sectors. Mr. Liu held several management positions at China Electronics Import and Export Corporation for more than ten years and was vice president of China Electronics Corporation from 1990 to 1991. From 1991 to 2000, Mr. Liu was the president of China Tongda Networking Corporation, a communication system integration company. From 1991 to 1997, Mr. Liu was chairman of the board of Intel (China), a semiconductor manufacturer. Mr. Liu was also senior advisor to Motorola (China), a provider of mobile devices and broad band communication and enterprise mobility solutions, from 1994 to 1998. Mr. Liu is currently a councillor at Chinese Association of Electronics, China Software Industry Association, China News Technology Association, and China Public Relations Association.
      
      
   6. Zhongsu Chen - Independent Director
      Dr. Zhongsu Chen is currently the managing director of Time Innovation Ventures, a venture capital company. He also serves on the board of directors for Beijing Ahelios Consulting, an IT consulting company and Beijing Xiakexing Network Technologies, a Chinese company producing animation products. He has 20 years of professional experience in information technology, including nine years in Wall Street firms such as DLJ, Standard & Poor’s, New York Life and Ambac Financial Group. From 2001 to 2005 Dr. Chen worked as the deputy chief technology officer at the Shanghai Stock Exchange. He also led China’s National Financial Standardization Securities Trading Protocol Working Group, which defined China’s Securities Trading Exchange Protocol technology standard, and served as an advisor for the Shenzhen Stock Exchange Technology Development Strategy Committee. In 2006, Dr. Chen was a member of the Working Group for the Foundation of China’s Futures Exchange.  He holds a Bachelor’s degree in mathematics/computer science from Pace University, a Master’s degree in mathematical sciences from The Johns Hopkins University and a PhD degree in computer science/operations research from Stevens Institute of Technology.
      
      
   7. Xingming Zhang-Independent Director
      Mr. Xingming Zhang has severed as an executive director of investment banking in Guotai Junan Securities Co., Ltd., ("Guotai"), one of the largest investment banking and securities companies in China, since March, 2009. Mr.Zhang is mainly in charge of the investment banking services of Guotai in the transportation industry including financing, IPO, restructuring and M&A. From May 2006 to March 2009, Mr. Zhang worked as the executive director of Antaeus Capital Inc.’s China office, which is a full service securities brokerage and investment banking firm. From 2003 to 2006, he worked as General Manager of the Investment Department of China Landgent Group, a company engaged in the business of real estate development and education industry. Mr. Zhang holds a Bachelor’s degree in material science from Tsinghua University and a Master’s degree in economics and management from Tsinghua University. Mr. Zhang is a qualified securities practitioner and a charted representative of underwriters in China.
      
      
2. The Code of Business Ethics and Conduct - China TransInfo maintains an Audit, Compensation, Nominating and Corporate Governance committee. The three independent directors entirely serve for each committee. Walter Teh Ming Kwauk serves as financial expert in the Audit Committee. Dan Liu chairs the Compensation committee.

              C:Chairman
             *:Member

	BUSINESS ETHICS POLICY AND CODE OF CONDUCT
	AUDIT COMMITTEE CHARTER
	GOVERNANCE AND NOMINATING COMMITTEE CHARTER
	COMPENSATION COMMITTEE CHARTER