DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT

Transcription

1 GL Table A (24) DIRECTORS AIA41(1) Upon [REDACTED], our Board will consist of 13 s, including 2 executive s, 6 non-executive s and 5 independent non-executive s. The following table sets out the information regarding our s: Name Age Position Responsibilities Date of joining the Company Date of Appointment Yaping Ou ( ) (Note 1) Chairman of the Board and executive Provide overall strategic planning and business direction; member of the Remuneration and Nomination September 29, 2013 November 14, 2013 GL86-16 App 1H 3.1 Jin Chen ( ) Executive and chief executive officer Provide overall management and overseeing day to day operations of the Company; chairman of the Investment Strategy June 1, 2014 November 14, 2014 Xinyi Han ( ) Non-executive Provide professional opinion and judgment to our Board; member of the Investment Strategy November 23, 2016 November 23, 2016 A1A41(3) Jimmy Chi Ming Lai ( ) Non-executive Provide professional opinion and judgment to our Board; member of the Investment Strategy November 29, 2013 November 29, 2013 Guoping Wang ( ) Non-executive Provide professional opinion and judgment to our Board, member of the Audit December 9, 2016 December 9, 2016 Xiaoming Hu ( ) 46 Non-Executive Provide professional opinion and judgment to our Board; member of the Risk Management November 29, 2013 November 29,

2 Name Age Position Responsibilities Date of joining the Company Date of Appointment Fang Zheng ( ) Non-executive Provide professional opinion and judgment to our Board; chairman of the Risk Management November 29, 2013 March 9, 2017 Hugo Jin Yi Ou ( ) (Note 1) Non-executive Provide professional opinion and judgment to our Board; member of the Investment Strategy July 3, 2017 July 3, 2017 Shuang Zhang ( ).. 45 Independent non-executive Supervise and provide independent judgment to our Board; chairman of the Remuneration and Nomination November 14, 2016 November 14, 2016 Hui Chen ( ) Independent non-executive Supervise and provide independent judgment to our Board; chairman of the Audit December 21, 2016 December 21, 2016 Li Du ( ) Independent non-executive Supervise and provide independent judgment to our Board; member of the Remuneration and Nomination December 21, 2016 December 21, 2016 Yifan Li Independent non-executive Supervise and provide independent judgment to our Board; member of the Audit December 21, 2016 December 21, 2016 Ying Wu ( ) Independent non-executive Supervise and provide independent judgment to our Board; member of the Risk Management July 4, 2017 July 4, 2017 Note: (1) Hugo Jin Yi Ou is the son of Yaping Ou. 315

3 EXECUTIVE DIRECTORS GL86-16 App 1H 3.2 A1A41(1) Mr. Yaping Ou ( ), aged 55, has been the Chairman of the Board since November Mr. Ou is responsible for overall strategic planning and business direction, and is also an executive and a member of the Remuneration and Nomination. Mr. Ou obtained a bachelor s degree in engineering management from the Beijing Institute of Technology ( ) in July Mr. Ou has around 30 years of experience in investing and corporate management. He served as the chairman and executive director of Sinolink Worldwide Holdings Limited ( ),a company whose shares are listed on Main Board of the Stock Exchange (SEHK: 1168), between December 1997 and August 2013, and has served as its non-executive director since August Mr. Ou has been the chairman of Cnhooray Internet Technology Co. Ltd ( ) since Mr. Ou has served as the chairman of the board of Rockbund Art Museum since September Mr. Ou has been a trustee for The Nature Conservancy China Board since September 2009 and a member of the board of The Paradise Foundation since April 2015, both charitable environmental organizations. Mr. Jin Chen ( ), aged 48, is an executive and chief executive officer of our Company and the chairman of our Investment Strategy. Mr. Chen is responsible for the overall management of the Company and oversees day-to-day operations at the Company. Mr. Chen obtained a bachelor s degree in engineering and a master s degree in engineering management from Huazhong University of Technology ( ) in July 1991 and June 1994, respectively. In addition, Mr. Chen also obtained an executive master of business administration degree from the Cheung Kong Graduate School of Business ( ) in He is currently serving as a visiting professor of the Chinese University of Hong Kong. Mr. Chen has nearly 20 years experience in finance and business management. He was president of the credit card centre of CITIC Bank Co., Ltd. ( ) from August 2006 to May 2014 and a vice president from July 2005 to August Prior to that, he worked as a vice president in China Merchants Fund Management Co., Ltd. ( ) from 2003 to 2005 and as a vice president at China Merchants Securities Co., Ltd ( ) from 2002 to Mr. Chen was also the vice head of the director s office at China Merchants Bank Co., Ltd. from March 1999 to July NON-EXECUTIVE DIRECTORS Mr. Xinyi Han ( ), aged 39, is a non-executive and a member of our Investment Strategy. Mr. Han obtained a bachelor s degree in economics and a master s degree in economics from Tsinghua University ( ) in July 1999 and June 2001, respectively. Mr. Han has over 15 years of experience in finance. Mr. Han has been vice president of Ant Financial ( ), a substantial shareholder of the Company, since July Prior to that, Mr. Han was a vice president at Alipay (Hong Kong) Holding Limited ( ( ) ) from September 2011, and had also worked at China International Capital Corporation Limited ( ) from July 2001 to September He has served as a director of Hundsun Technologies Inc., a company listed on the Shanghai Stock Exchange (SSE: ) since February

4 Mr. Jimmy Chi Ming Lai ( ), aged 44, is a non-executive and a member of our Investment Strategy. Mr. Lai obtained a master s degree in business administration from Harvard University in June He has been the head of the financial technology group of Tencent since Mr. Lai was formerly the general manager of Tencent from 2011 to 2015, and general manager of the QQ membership division from 2009 to In addition, he has been a non-executive director of Shanghai Haomai Asset Management Co., Ltd ( ) (SSE: ) since February 2017 and was a director of Shanghai Yimeng Software Technology Co., Ltd ( ) (SSE: ) from December 2015 to February Mr. Guoping Wang ( ), aged 53, is a non-executive and a member of the Audit. Mr. Wang obtained a bachelor s and master s degree in engineering from Tsinghua University ( ) in July 1988 and June 1994, respectively. Mr. Wang has been a vice general manager of Ping An P&C ( ) since June Mr. Xiaoming Hu ( ), aged 46, is a non-executive and a member of the Risk Management. Mr. Hu graduated from Zhejiang University ( ), majoring in finance by correspondence, in June 2002 and a master of business administration from China Europe International Business School ( ) in September Mr. Hu has been the president of Alibaba Cloud Computing Ltd. since November Mr. Hu has been vice president of Zhejiang Alibaba Microfinance Co., Ltd. ( ) from 2010 to 2011, and a senior supervisor and president s assistant of Alipay (China) Network Technology Co., Ltd. ( ( ) ) from 2005 to He serves as a non-executive director of Sinosoft Technology Group Limited, a company listed on the Stock Exchange (HKSE: 1297). He served as an independent director of Zhejiang Daily Media Group Co., Ltd., a company listed on the Shanghai Stock Exchange (SSE: ) from April 2016 to March 2017 and served as a director of Hundsun Technologies Inc., a company listed on the Shanghai Stock Exchange (SSE: ) from October 2014 to February Mr. Fang Zheng ( ), aged 52, is a non-executive and chairman of the Risk Management. Mr. Zheng obtained a bachelor s degree in engineering from the Shaanxi Institute of Mechanical Engineering ( ) in July 1984, a master s degree in economics from Foreign Economic and Trade University ( ) in June 1990 and a master of business administration degree from Harvard University in June Mr. Zheng has over 11 years of experience in finance. Mr. Zheng has been managing director and chief investment officer of Keywise Capital Management (HK) Limited since Mr. Hugo Jin Yi Ou ( ), aged 25, is the son of Mr. Yaping Ou and has been appointed as a non-executive of our Company. He is also a member of our Investment Strategy. Mr. Hugo Ou obtained a bachelor s degree in East Asian studies from Princeton University in July He has been a non-executive director of Sinolink Worldwide Holdings Limited ( ), a company whose shares are listed on the Stock Exchange (SEHK: 1168), since January Prior to that, Mr. Hugo Ou worked as an associate at Thrive Capital from August 2015 to August 2016 and also served as manager of the planning and development department of Sinolink Worldwide from 2010 to

5 INDEPENDENT NON-EXECUTIVE DIRECTORS Mr. Shuang Zhang ( ), aged 45, is an independent non-executive director and chairman of the Remuneration and Nomination. Mr. Zhang graduated from Nanjing University ( ), majoring in natural resources management, in July 1994 and a master s degree in science from James Madison University in the United States in May He has been chief executive officer of The Paradise International Foundation since Mr. Zhang has been a project director of the China region at The Nature Conservancy from 2005 to LR19A.18(1) Ms. Hui Chen ( ), aged 50, is an independent non-executive director and chairman of the Audit. Ms. Chen obtained a bachelor s degree in business management and a master s degree in business management from Shanghai Jiao Tong University ( ) in June 1988 and January 1991, respectively. Prior to joining the Company, she served as chief financial officer at Huazhu Hotels Group between December 2014 and March 2016, and at Home Inns Group between March 2003 and May She was financial controller of Beijing Ctrip International Travel Agency Limited between December 1999 and February Mr. Li Du ( ), aged 36, is an independent non-executive director and a member of the Remuneration and Nomination. Mr. Du obtained a bachelor s degree in economics from the Tianjin Institute of Finance and Economics ( ) in July 2002 which was later re-named the Tianjin University of Finance and Economics ( ) in 2004, a master s degree in finance from Peking University ( ) in July 2008 and an executive master of business administration degree from the Cheung Kong Graduate School of Business ( ) in October Mr. Du has been a director of Guosheng Securities Co., Ltd. ( ) since September 2016, Guangzhou Tech-Long Packaging Machinery Co., Ltd. ( ) since May 2016 and Guosheng Financial Holding Inc. ( ) since July Mr. Yifan Li, aged 49, is an independent non-executive director and a member of the Audit. Mr. Li obtained a bachelor s degree in economics from Fudan University ( ) in July 1989, a master s degree in management and administration sciences from the University of Texas at Dallas in May 1994 and a master of business administration degree from the University of Chicago (Booth School of Business) in June Mr. Li has over 17 years of experience in finance. Mr. Li has been a vice president of Zhejiang Geely Holding Group Co., Ltd. ( ) since October Prior to that, Mr. Li served as a vice president and chief financial officer of Sanpower Group Limited ( ) between April 2014 and September Prior to that, Mr. Li served as a vice president and chief financial officer of China Zenix Auto International Limited ( ) between December 2010 and February Mr. Li is a certified public accountant in the United States and a member of the Chartered Institute of Management Accountants. 318

6 Mr. Ying Wu ( ), aged 58, has been appointed as independent non-executive of the Company and a member of the Risk Management. Mr. Wu obtained a bachelor s degree in electronic engineering from the Beijing Institute of Technology ( ) in July 1982 and a master s degree in science from the New Jersey Institute of Technology in the United States in May Mr. Wu has over 30 years of experience in the telecom industry. Mr. Wu has been a director of CN Capital Management Limited ( ) from October Mr. Wu is currently an independent non-executive director of Zall Group Ltd. (SEHK: 2098), independent director of TCL Corporation Ltd. (TCL ) (SZSE: ), a company listed on the Shenzhen Stock Exchange, and chairman of the board of supervisors of Huayi Brothers Media Corporation Ltd. ( ) (SZSE: ), a company listed on the Shenzhen Stock Exchange. Save as disclosed herein (and their respective interests or short positions (if any) as set out in the section headed Appendix VI Statutory and General Information Further Information about our s and Supervisors ), there are no other matters in respect of each of our s that is required to be disclosed pursuant to Rule 13.51(2)(a) to (v) of the Listing Rules and there is no other material matter relating to our s that needs to be brought to the attention of our Shareholders. SUPERVISORS LR19A.18(2) The board of Supervisors is responsible for monitoring our financial matters and supervising our Board and members of our senior management. The following table sets out the information about our Supervisors. LR19A.41 Name Age Position Responsibilities Date of joining the Company Date of Appointment Yuping Wen ( ).. 36 Chairman of Board of Supervisors Exercising supervisory duties in accordance with regulatory requirements and the Memorandum and Articles of the Company Baoyan Gan ( ).. 42 Supervisor Exercising supervisory duties in accordance with regulatory requirements and the Memorandum and Articles of the Company Lei Xiang ( ) Employee Representative Supervisor Exercising employee representative supervisory duties in accordance with regulatory requirements and the Memorandum and Articles of the Company November 29, 2013 November 29, 2013 November 14, 2014 November 14, 2014 April 1, 2016 May 25,

7 Ms. Yuping Wen ( ), aged 36, is the chairman of the board of Supervisors. Ms. Wen obtained a master s degree in management from the Xi an University of Architecture and Technology ( ) in July Ms. Wen has been a director and a supervisor in the financial affairs department of Cnhooray Internet Technology Co., Ltd. ( ) since Ms. Baoyan Gan ( ), aged 42, is a Supervisor. Ms. Gan obtained a bachelor s degree in engineering from Tongji University ( ) in July Ms. Gan has worked in the president s office at Luminggu Consultancy Management Co., Ltd. ( ) since June Prior to that, she worked in the president s office at Unifront Holding Limited ( ) from March Mr. Lei Xiang ( ), aged 37, is the employee representative Supervisor. Mr. Xiang obtained a bachelor s degree in science from South-Central Institute for Nationalities ( ) in July 2000, which was later renamed South-Central University for Nationalities ( ). Mr. Xiang worked in various positions at Kindee Software (China) Co., Ltd. ( ( ) ) between 2000 and 2013, including positions as systems architect and product supervisor. Save as disclosed herein (and their respective interests or short positions (if any) as set out in the section headed Appendix VI Statutory and General Information Further Information about our s and Supervisors ), there are no other matters in respect of each of our Supervisors that is required to be disclosed pursuant to Rule 13.51(2)(a) to (v) of the Listing Rules and there is no other material matter relating to our Supervisors that needs to be brought to the attention of our Shareholders. SENIOR MANAGEMENT Our senior management is responsible for the day-to-day management of our business. The following table sets out the information on the members of our senior management (besides our executive ). Name Age Position Responsibilities Date of joining the Company Xing Jiang ( ) Vicegeneral manager Overseeing information April 1, 2014 and chief technology officer technology, operations & safety Wei Xu ( ) Vicegeneral manager Overseeing operations February 17, 2014 and chief operating officer Ti Wu ( ) Vicegeneral manager Overseeing marketing December 12, 2014 and chief marketing officer operations Yongbo Zhang ( ) Chief legal officer and Overseeing compliance May 13, 2013 secretary of the Board Huichuan Zhou ( ) Finance director Overseeing financial operations June 10,

8 Name Age Position Responsibilities Date of joining the Company Hui Teng ( ) Actuary director Overseeing actuary operations Min Wang ( ) Assistant general Overseeing strategic manager development Strategic development director Mingyu Ma ( ) Vicegeneral manager Overseeing risk and chief risk management management officer May 15, 2013 August 20, 2015 June 29, 2015 Mr. Xing Jiang ( ), aged 40, is the vice general manager and chief technology officer of our Company and an executive director and legal representative of ZhongAn Information and Technology Services Company Limited ( ), a subsidiary of the Company. He is primarily responsible for overseeing information technology, operations & safety of the Company. He is also responsible for the health ecosystem, e-commerce ecosystem and insurance businesses of the Company. Mr. Jiang obtained a bachelor s degree in computer and applications from the Hunan Finance and Economics Institute ( ) in July He was in charge of the insurance division at Zhejiang Rongxin Internet Technology Co., Ltd. ( ), which is wholly-owned by Ant Financial, a substantial shareholder of the Company, from December 2013 to March From January 2011 to March 2012, he was a senior director at Alibaba (China) Network Technology Co., Ltd. ( ( ) ). Mr. Wei Xu ( ), aged 37, is the vice general manager and chief operating officer of our Company. He is primarily responsible for overseeing products and operations at the Company in addition to overseeing car, direct sales and travel insurance businesses of the Company. Mr. Xu obtained a bachelor s degree in computer communications from the Nanjing Institute of Posts and Telecommunications ( ) (now known as Nanjing University of Posts and Telecommunications ( )) in July He then obtained a master s degree in computer software and theory from the Beijing University of Posts and Telecommunications ( ) in April 2003 and a master s degree in business management from Tsinghua University ( ) in June Mr. Xu has over 10 years of experience in internet product development and management. He was a product manager at Google from May 2006 to February Prior to that he was a project manager at China Mobile Communications Corporation ( ) from April 2003 to May Mr.TiWu( ), aged 40, is the vice general manager and chief marketing officer of our Company. He is primarily responsible for overseeing products, information management and financial management of the Company in addition to overseeing consumer finance of the Company. Mr. Wu obtained a bachelor s degree in insurance studies from the Jiangxi University of Finance and Economics ( ) in July He has over 10 years of insurance and management experience. He was the deputy general manager of the product research and development department of Shanghai Lujiazui International Financial Trading Market Co., Ltd. ( ) from 2010 to 2014 and of the membership management department from July 2012 to December He was the deputy general manager of the marketing department from April 2009 to July 2011 and was the head of the chairman s office from June 2007 to April 2009 at Ping An Insurance (Group) Co., Ltd ( ). 321

9 Mr. Yongbo Zhang ( ), aged 39, is the chief legal officer and secretary of the Board of our Company. He is primarily responsible for overseeing compliance and legal affairs, internal control and corporate governance of the Company. Mr. Zhang obtained a master s degree in international economic law from the East China University of Political Science and Law ( ) in December Mr. Zhang served as a legal officer of Yongcheng Property Insurance Co., Ltd ( ) between 2011 and Prior to that, he was involved in compliance matters at Manulife-Sinochem Life Co., Ltd. ( ) from February 2007 to February Mr. Zhang has been an accredited lawyer in the PRC since March Mr. Huichuan Zhou ( ), aged 44, is the finance director of our Company. He is primarily responsible for overseeing the financial operations of the Company. Mr. Zhou obtained a master s degree in finance from Graduate School of Chinese Academy of Social Sciences ( ) in April Mr. Zhou was the division head of the finance and accounting department of China Continent Property & Casualty Insurance Co., Ltd ( ) from June 2003 to May Prior to that, Mr. Zhou was the vice manager of the finance and accounting department of China Reinsurance (Group) Corporation (Shanghai branch) ( ) from January 2002 to October Mr. Zhou has been admitted as a member of the Chinese Institute of Certified Public Accountants ( ) in May 1998, a Certified Enterprise Risk Manager for the Asia Association of Risk and Crisis Management since February 2012, a chief financial officer by the China Association of Chief Financial Officers ( ) since March 2010, a fellow of the Institute of Public Accountants since April 2016 and a fellow of the Institute of Financial Accountants since April Mr. Hui Teng ( ), aged 38, is the actuary director of our Company. He is primarily responsible for overseeing the actuary and re-insurance operations of the Company. Mr. Teng obtained a bachelor s degree in science in June 2001 and a master s degree in economics in June 2004 from Fudan University ( ). Mr. Teng has worked as an actuary at Sompo Japan Insurance (China) Limited ( ( ) ) from November 2008 to May 2013 and worked as chief actuary at Tianan Company Ltd. ( ) from February 2006 to September Mr. Teng has been an actuary accredited by the China Insurance Regulatory Commission ( ) since April Mr. Min Wang ( ), aged 32, is currently the assistant general manager and the strategic development director of our Company, in charge of the strategic development center and new business incubation work. He obtained a bachelor s degree in economics and master s degree in economics from Nankai University ( ) in July 2008 and July 2010 respectively. He has worked in insurance supervision at the CIRC, and was involved in the development of a number of insurance regulatory measures. 322

10 Mr. Mingyu Ma ( ), aged 44, is the vice general manager and chief management risk officer of our Company, and is responsible for overseeing risk management. He obtained a master of business administration from the Smith School of Business at the University of Maryland in June 2006, a master of laws from the Renmin University of China in July 1999 and a bachelor s degree in law from Inner Mongolia University School of Law ( ) in July From August 2014 to June 2015, he was the general manager of the risk management department of Huabao Trust Co., Ltd. ( ). From September 2006 to March 2012, he was an operations officer to the East Asian and Pacific region of the International Finance Corporation (IFC) of the World Bank Group. Save as disclosed herein, to the best of the knowledge, information and belief of our s, having made all reasonable enquiries, there are no other matters relating to the appointment of our senior management members that need to be brought to the attention of our Shareholders and none of our senior management members held any directorship in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years immediately preceding the date of this [REDACTED]. As at the Latest Practicable Date, none of our senior management members had any interest in our Shares within the meaning of Part XV of the SFO. JOINT COMPANY SECRETARY A1A42 Mr. Yongbo Zhang ( ) and Ms. Ella Wai Yee Wong ( ) have been both appointed as the joint company secretaries of our Company upon [REDACTED]. See disclosure in Senior Management in this section for the biography of Mr. Zhang. Ms. Ella Wai Yee Wong, is a Senior Manager of Corporate Services of Tricor Services Limited ( Tricor ), a global professional services provider specializing in integrated Business, Corporate and Investor Services. Ms. Wong has over 15 years of experience in the corporate services field. She has been providing professional corporate services to Hong Kong listed companies as well as multinational, private and offshore companies. She is currently the company secretary/ joint company secretary of two listed companies on The Stock Exchange namely, China Minsheng Banking Corp., Ltd. ( ) (SEHK: 1988) and Vedan International (Holdings) Limited ( ( ) ) (SEHK: 2317). Ms. Wong is a Chartered Secretary and an Associate of both The Hong Kong Institute of Chartered Secretaries ( HKICS ) and The Institute of Chartered Secretaries and Administrators ( ICSA ) in the United Kingdom. Ms. Wong holds a Bachelor of Economics from The University of Hong Kong and a Postgraduate Diploma in Corporate Administration from the City University of Hong Kong. 323

11 BOARD COMMITTEES GL86-16 App 1H 3.3(a) Risk Management and Audit s We have established the risk management and audit committees with written terms of reference in compliance with Rule 3.21 of the Listing Rules and paragraph C.3 of the Corporate Governance Code set out in Appendix 14 to the Listing Rules. The primary responsibilities of our risk management and audit committees are to supervise our risk management, internal control system, financial information disclosure and financial reporting matters, which include, among other things: proposing appointment, re-appointment or removal of external auditors; reviewing and monitoring the external auditors independence and objectivity and the effectiveness of the audit process in accordance with applicable standards; reviewing the financial information of the Company; overseeing the financial reporting system and internal control procedures of the Company; reviewing the risk management and internal control systems of the Company; enhancing the communication between internal auditors and external auditors; and reviewing arrangements which our Group s employees can use, in confidence, to raise concerns about possible improprieties in financial reporting, internal control or other matters. The audit committee comprises Mr. Guoping Wang, Mr. Yifan Li and Ms. Hui Chen; it is chaired by Ms. Hui Chen. The risk management committee comprises Mr. Ying Wu, Mr. Fang Zheng and Mr. Xiaoming Hu; it is chaired by Mr. Fang Zheng. Remuneration and Nomination We have established the remuneration and nomination committee with written terms of reference in compliance with Rule 3.25 of the Listing Rules and paragraphs A.5 and B.1 of the Corporate Governance Code set out in Appendix 14 to the Listing Rules. The primary responsibilities of our remuneration and nomination committee include, among others, the following: researching and recommending to the Board on the Company s remuneration structure and policy for all s, Supervisors and senior management; determining, with delegated responsibility from the Board, or recommending to the Board the remuneration packages of individual executive s and members of the senior management; recommending to the Board on the remuneration of the non-executive s; 324

12 reviewing and approving compensation arrangements relating to dismissal or removal of s for misconduct; monitoring the implementation of remuneration policies of s, Supervisors and senior management; reviewing the structure, size and composition of the Board annually and making recommendations on any proposed changes to the Board to complement the Company s corporate strategy; identifying individuals suitably qualified to become s, selecting or recommending to the Board on the selection of individuals nominated for directorships or providing advice to the Board in respect thereof; and making recommendations to the Board on the appointment or re-appointment of s and the succession planning for s. The remuneration and nomination committee comprises Mr. Yaping Ou, Mr. Shuang Zhang and Mr. Li Du and is chaired by Mr. Shuang Zhang. Investment Strategy We have established the investment strategy committee. The primary responsibilities of our investment strategy committee include, among others, the following: to consider the management system for the use of insurance funds and to make recommendations to the Board; to make recommendations to the board of directors on the management of the use of insurance funds; to consider investment decision-making procedures and authorize mechanisms and make recommendations to the Board; to consider asset strategic allocation planning, annual investment plan and investment guidance and related adjustment plan; to consider major investment matters and make recommendations to the Board; to consider the investment strategy and operation plan of the new investment variety and make recommendations to the Board; to consider the use of performance appraisal system and submit recommendations to the Board; 325

13 to consider the relevant management system of insurance assets and liabilities, and to establish and improve the management mechanism of assets and liabilities of the Company; and to promote the establishment of periodic risk analysis mechanism to prevent the risk of asset and liability mismatch. The investment strategy committee comprises Mr. Jin Chen, Mr. Xinyi Han, Mr. Jimmy Chi Ming Lai and Mr. Hugo Jin Yi Ou. It is chaired by Mr. Jin Chen. REMUNERATION OF The remuneration of our s and Supervisors (including fees, salaries, discretionary bonus, contributions to defined contribution benefit plans (including pension), housing and other allowances, as well as other benefits in kind) during the Track Record Period were approximately RMB1.7 million, RMB6.8 million, RMB3.4 million and RMB0.8 million, respectively. GL86-16 App 1H 3.3(b) AIA33(2)(a)-(g) AIA33(3)(a)-(e) AIA33(4)(a) AIA46(2) AIA46(3) LR19A.41 The aggregate amount of fees, salaries, discretionary bonus, contributions to defined contribution benefit plans (including pension), housing and other allowances, as well as other benefits in kind paid to our five highest paid individuals of the Company for each of the financial years during the Track Record Period were approximately RMB4.8 million, RMB17.2 million, RMB9.6 million and RMB2.2 million, respectively. We have not paid any remuneration to our s or Supervisors or the five highest paid individuals as an inducement to join us or as a compensation for loss of office in respect of the Track Record Period. Furthermore, none of our s or Supervisors had waived any remuneration during the same period. According to the arrangements in force on the Latest Practicable Date, we expect that the total remuneration to be paid and granted to our s and Supervisors for 2017 will be approximately RMB3.3 million. Save as disclosed above, there was no other amount paid or payable to the s by the Company or any of our subsidiaries for the Track Record Period. DIRECTORS AND SUPERVISORS INTERESTS Save as disclosed in s, Supervisors and Senior Management section of this [REDACTED], each of our s and Supervisors (i) did not hold other positions in the Company or other members of our Group as at the Latest Practicable Date; (ii) had no other relationship with any s, senior management or substantial or controlling shareholders of the Company as of the Latest Practicable Date; and (iii) did not hold any directorship in any other listed companies in the three years prior to the Latest Practicable Date. As of the Latest Practicable Date, save as disclosed in the section Statutory and General Information 5. Disclosure of Interests A. Disclosure of Interests in Appendix VI to this [REDACTED], each of our s and Supervisors did not have any interest in the H Shares or the Domestic Shares within the meaning of Part XV of the SFO. 326

14 COMPLIANCE ADVISER We have appointed Somerley Capital Limited as our compliance adviser pursuant to Rule 3A.19 of the Listing Rules. Pursuant to Rule 3A.23 of the Listing Rules, our compliance adviser will advise us in the following circumstances: before the publication of any regulatory announcement, circular or financial report; where a transaction, which might be a notifiable or connected transaction (as defined under the Listing Rules), is contemplated, including share issues and share repurchases; where we propose to use the proceeds of the [REDACTED] in a manner apart from that detailed in this [REDACTED] or where our business activities, developments or results deviate from any forecast, estimate or other information in this [REDACTED]; and where the Hong Kong Stock Exchange makes an inquiry of us regarding unusual movements in the price or trading volume of our Shares. The term of the appointment shall commence on the [REDACTED] and end on the date on which we distribute our annual report in respect of our financial results for the first full financial year commencing after the [REDACTED], and such appointment may be subject to extension by mutual agreement. 327