DIRECTORS AND SENIOR MANAGEMENT

Transcription

1 BOARD OF DIRECTORS Our Board will consist of seven Directors, including two executive Directors, two non-executive Directors and three independent non-executive Directors. The following table provides certain information about our Directors: Name Age Position Roles and Responsibilities Date of joining the Group Date of appointment as Director Relationship with other Directors or senior management members Mr. XIAO Jian ( ) 38 Executive Director, Chairman and Chief Executive Officer Overall business operation, management and strategic planning of the Group January 2011 April 2018 None Mr. Hendrick SIN 43 Executive Director and Vice Chairman Overall business operation, management and strategic planning of the Group January 2011 April 2018 None Mr. MA Yuntao 43 Non-executive Director Provide professional advice to the Board October 2015 June 2018 None Mr. TANG Yanwen 36 Non-executive Director Providing professional advice to the Board August 2018 August 2018 None Ms. NG Yi Kum 61 Independent Non-executive Director Provide independent professional advice to the Board [ ] [ ] None Mr. TANG Liang ( ) 40 Independent Non-executive Director Provide independent professional advice to the Board [ ] [ ] None Mr. HO Orlando Yau Kai 27 Independent Non-executive Director Provide independent professional advice to the Board [ ] [ ] None 237

2 Executive Directors Mr. XIAO Jian ( ), aged 38, is an executive Director, the chairman and the chief executive officer of our Company. Mr. Xiao is responsible for the overall business operation, management and strategic planning of our Group. Mr. Xiao has over 10 years of experience in the China mobile game industry. As one of the founders of CMGE Group which was the holding company of our mobile game publishing business, Mr. Xiao was the chief operating officer of CMGE Group from January 2011 to April 2012 and has been the chief executive officer of CMGE Group since April 2012 and a director since August Prior to that, Mr. Xiao also founded Huiyou Digital (Shenzhen) Ltd. ( ( ) ) in July 2007, a mobile game developer in China, which was subsequently acquired by V1 Group, a new media company listed on the Stock Exchange (stock code: 0082) in October For further information regarding the relationship between Mr. Xiao and the Group, see History, Reorganization and Corporate Structure in this document. Mr. Xiao is a recognized figure in the industry and was recognized as (i) Top Ten Influencer ( ) by China s Music Association s Game Committee ( ) for three consecutive years from 2014; (ii) Outstanding Entrepreneur of China s Game Industry ( ) by China Culture and Entertainment Association ( ) for three consecutive years from 2015; (iii) The Person of the Year in the Industry ( ) by Sina Games ( ) in 2015; (iv) Top Ten Person ( ) by China.com in 2015; (v) Top Ten CEOs of Influence ( CEO) in 2015 and 2016 and The Most Influential Person in the Industry ( ) in 2017 by Mobile Hardcore Alliance ( ); (vi) Top Ten Person of the Year ( ) by the Youthun Club in 2016; (vii) The Most Influential Person in the Industry ( ) jointly by Internet Weekly ( ) of the Chinese Academy of Sciences ( ) and the Informatization Research Center of the Chinese Academy of Social Sciences ( ) in 2017; (viii) 2017 Tianfu Award-winning Influencer (2017 ) by CMGC in 2017; (ix) Outstanding Entrepreneur of Guangdong Province ( ) by Guangdong Provincial Enterprise Confederation ( ) in 2017; (x) a director of Shenzhen Young Entrepreneurs Federation ( ) in 2017; and (xi) an expert of the Guangdong Game Industry Association ( ) in Mr. Xiao graduated from South China Normal University ( ) in February 2009 with a bachelor s degree in law through online education, and from Beijing University of Aeronautics and Astronautics ( ) in July 2014 with a master s degree in software engineering. Mr. Hendrick SIN, aged 43, is an executive Director and the vice chairman of our Company. Mr. Sin is responsible for the overall business operation, management and strategic planning of the Group. Mr. Sin has over 15 years of experience in corporate management, finance and investment banking. Mr. Sin has been a director and vice chairman of CMGE Group since January From March 2009 to October 2012, Mr. Sin was an executive director of V1 Group Limited, a new media company listed on the Stock Exchange 238

3 (stock code: 0082), during which Mr. Sin was also the chief financial officer from May 2009 to October For further information regarding the relationship between Mr. Sin and the Group, see History, Reorganization and Corporate Structure in this document. Mr. Sin has been serving as an independent non-executive director of Evergreen Products Group Limited, a hair product manufacturing company whose shares are listed on the Stock Exchange (stock code: 1962) since June From July 2013 to August 2015, Mr. Sin was an independent non-executive director of Healthoo International Technology Holdings Limited (formerly known as AID Partners Technology Holdings Limited), a company listed on the Stock Exchange (stock code: 8088). Mr. Sin graduated from Stanford University in June 1997 with a master s degree in engineering-economic systems and operations research. Mr. Sin received his triple bachelor s degrees in computer science/mathematics, economics and industrial management from Carnegie Mellon University in May Mr. Sin is an executive vice-chairman of the Hong Kong Software Industry Association ( ), a vice president of the Internet Professional Association ( ) and a member of the Hong Kong Institute of Directors ( ). Mr. Sin has been appointed as a member of the fourteenth session of Tianjin Municipal s Committee of Chinese People s Political Consultative Conference ( ). Mr. Sin has also been appointed by the Hong Kong Government as a committee member of the Youth Development Commission ( ) and a director of Hong Kong Cyberport Management Company Limited ( ). Non-executive Directors Mr. MA Yuntao, aged 43, is a non-executive Director. Mr. Ma has over 12 years of industry experience in investment banking and mergers and acquisitions, and has extensive experience in corporate equity investment, mergers and acquisitions, reorganization and listing. Mr. Ma has been serving as a director of CMGE Mobile Tech since October Mr. Ma founded and has been serving as the general manager of Orient Hongtai Investment (Chengdu) Company Limited ( ( ) ) since October Before that, Mr. Ma has worked as a director of the investment banking department at Citi Orient Securities Co., Ltd. ( ) from July 2012 to September 2014, and a director of the investment banking department at Orient Securities Co., Ltd. ( ) from July 2006 to June 2012, respectively. Mr. Ma graduated from Shandong Technology and Business University ( ) (formerly known as China Coal Economy College ( )) in July 1997 majoring in foreign economic accounting and obtained his master s degree in business administration from Guanghua School of Management of Peking University ( ) in July Mr. TANG Yanwen, aged 36, is a non-executive Director. Mr. Tang has over 12 years of experience in game developing and operation. Mr. Tang has been working at Lansha Information Technology (Shanghai) Co., Ltd. ( ( ) ) since September 2006 and has been serving as its co-chief executive officer since June Since September 2006, Mr. Tang has consecutively served as a director of its legend studio and a vice president 239

4 from September 2006 to August 2016, and its chief operating officer and chief producer from August 2016 to June Mr. Tang graduated from Shanghai Normal University ( ) in July 2005 with a bachelor s degree in applied psychology. Independent non-executive Directors Ms. NG Yi Kum, aged 61, is an independent non-executive Director. Ms. Ng has over 12 years of experience in serving listed companies. She has been serving as an executive director of (i) Tse Sui Luen Jewellery (International) Limited, a company listed on the Stock Exchange (stock code: 0417) since December 2015, (ii) an independent non-executive director of China Power New Energy Development Company Limited, a company listed on the Stock Exchange (stock code: 0735) since June 2013, and (iii) an independent non-executive director of Tianjin Development Holdings Limited, a company listed on the Stock Exchange (stock code: 0882) since July From May 2016 to May 2017, Ms. Ng served as an independent non-executive director of DS Healthcare Group, Inc., a company listed on the NASDAQ in the United States and delisted in May 2017 (stock symbol: DSKX). From September 2012 to August 2015, Ms. Ng served as an independent non-executive director of CMGE Group. From December 2011 to June 2013, Ms. Ng served as an independent non-executive director of China Finance Investment Holdings Limited (formerly known as Cypass Jade Agricultural Holdings Limited and Ever Fortune International Holdings Limited), a company listed on the Stock Exchange (stock code: 0875). From September 2008 to July 2015, Ms. Ng served as an independent non-executive director of Hong Kong Resources Holdings Company Limited (formerly known as Ocean Grand Chemicals Holdings Limited), a company listed on the Stock Exchange (stock code: 2882). From September 2005 to November 2007, she served as an executive director of Hang Lung Properties Limited, a company listed on the Stock Exchange (stock code: 0101). Ms. Ng graduated from the Hong Kong University of Science and Technology with a master s degree in business administration in She is a fellow member of the Institute of Chartered Accountants in England and Wales, an associate of the Hong Kong Institute of Chartered Secretaries, a fellow member of the Association of Chartered Certified Accountants and the Hong Kong Institute of Certified Public Accountants, and a member of the American Institute of Certified Public Accountants. Mr. TANG Liang ( ), aged 40, is an independent non-executive Director. Mr. Tang has been serving as the chairman of China Investment China Financial Fund Management Co., Ltd. ( ) since October 2013, the chairman of China Investment China Financial (Wuhan) Investment Co., Ltd. ( ( ) ) since November 2014, the appointed representative of China Investment Financial Holdings (Suzhou) Game Industry Investment Management Center Limited Partnership ( ( ) ( )) since March 2015, the chairman of Zhongde Yangtze Holdings (Hubei) Co., Ltd. ( ( ) ) since December 2015, a director of Guangzhou Kugou Computer Technology Co., Ltd. ( ) since May 2016, a director of China Science Healthcare Industry (Beijing) Co., Ltd. ( ( ) ) since December 2016, the chairman of Hefei China Investment China Financial Industry Investment Management Co., Ltd. ( ) since December 2016, the chairman of Hefei China Film China Investment China Financial Investment Management Co., Ltd. ( ) since April 2017 and a director of Beijing Kuwo Technology Co., Ltd. ( ) since December

5 Mr. Tang graduated from Peking University in July 2000 with a bachelor s degree in law. Mr. Tang received a master s degree in litigation law from Peking University in July 2002, a master s degree in law from Yale University in June 2003 and a master s degree in science of law from Stanford University in June Mr. HO Orlando Yau Kai, aged 27, is an independent non-executive Director. Mr. Ho has been serving as a director of Koo Tech Limited ( ) since October 2014, a director of UNIR Australia Pty Ltd Group since August 2014, a director of Tung Wah Group of Hospitals ( ) since April 2016, and a general manager of Guangzhou Luhu Golf & Country Club ( ) since March Mr. Ho is a member of the Standing Committee of the 12th Guangxi Zhuang Autonomous Region Committee of the Chinese People s Political Consultative Conference ( ), and was also a member of the 11th Guangxi Zhuang Autonomous Region Committee of the Chinese People s Political Consultative Conference ( ) from December 2014 to January Mr. Ho has been serving as the executive vice-chairman of the Hong Kong CPPCC Youth Association ( ) since May 2016 and served as the executive vice-president of the same institution from May 2014 to April In addition, Mr. Ho has been the chairman of the Hong Kong Guangxi Sports Association ( ) since March 2014 and was the executive vice president from November 2013 to February Mr. Ho is also the executive vice-chairman of the Hong Kong Guangxi Youth Organizations ( ) since March 2014, the executive vice-president of the Federation of Hong Kong Guangxi Community Organization ( ) since November 2013, the vice-chairman of the Hong Kong Volunteers Federation ( ) since November 2015 and the honorary president of the Anti-Drug Army of Hong Kong Limited ( ) since January Mr. Ho graduated from Bentley University in the United States with a bachelor s degree in science in corporate finance and accounting in October Save as disclosed above, none of our Directors held any directorship in 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 document. Save as disclosed herein, to the best knowledge, information and belief of the Directors having made all reasonable enquiries, there are no other matters in respect of each of our Directors that are 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 Directors that needs to be brought to the attention of our Shareholders. 241

6 SENIOR MANAGEMENT The senior management team of our Group, in addition to our executive Directors listed above, has the following members: Name Age Position Roles and Responsibilities Date of joining our Group Date of appointment Relationship with other Directors or senior management members Ms. LIANG Yan ( ) 39 Partner and Vice President Internal control management, budget management, legal department management, business operation analysis and investment execution matters January 2011 August 2012 None Mr. WANG Ye ( ) 31 Partner and Vice President Mobile games copublishing, traffic volume purchase and co-publishing promotion January 2016 January 2016 None Mr. WANG Xiaolin 33 Partner and Vice President Domestic and overseas online games product distribution and operations related matters February 2014 November 2016 None Mr. YANG Rongjie 33 Partner and Vice President Marketing and advertising management December 2016 December 2016 None Mr. YUAN Yu ( ) 41 Partner and Vice President IP copyright introduction and editorial supervision management May 2015 November 2016 None Mr. WANG Tao ( ) 44 Partner and Vice President Personnel and administrative management November 2015 November 2015 None Ms. LAI Gladys Yau Yan 39 Financial Controller and Company Secretary Financial management and company secretarial matters July 2014 April 2018 None 242

7 Ms. LIANG Yan ( ), aged 39, is our partner and vice president. Ms. Liang is primarily responsible for our Group s internal control management, budget management, legal department management, business operation analysis and investment execution matters. Ms. Liang has nearly 10 years of experience in corporate management and operation. She joined Huiyou Digital in January 2011 and served as its vice president from August 2012 to November Ms. Liang also served as the vice president of Shenzhen Douyue since November 2015 and then served as its partner till February Since March 2018, she has been serving as a vice president and partner of Shenzhen Shengli Huyu. Since May 2018, she has been serving as the director of Beijing Softstar. Prior to joining our Group, from August 2008 to August 2009 and from August 2009 to August 2012, Ms. Liang worked at Shenzhen KKFUN Software Development Co., Ltd. ( ) as a vice director of the network business department and director of production development department, respectively. She received her bachelor s degree in engineering in mechanical design and manufacture from Northwest Textile Science and Technology University (, which was renamed as Xi an Polytechnic University ( ) in 2006) in July Mr. WANG Ye ( ), aged 31, is our partner and vice president. Mr. Wang is primarily responsible for our Group s mobile games co-publishing, traffic purchase and co-publishing promotion matters. Mr. Wang has nearly eight years of experience in the game and technology industry. He joined our Group in January 2016 and served as the vice president of Beijing China Mobile Games Technology Co., Ltd. ( ) from January 2016 to November Mr. Wang has also been serving as the vice president and partner of Shenzhen Shengli Huyu since March Before joining our Group, Mr. Wang worked as a general manager of the gaming center of Youku Network Technology (Beijing) Co., Ltd. ( ( ) ) from March 2014 to January From March 2012 and March 2014, he worked as an operation manager of the personal computer online game department at Beijing Star World Technology Company Ltd. ( ), where he was responsible for the operation of exclusively licensed games. From September 2010 to March 2012, he worked as an operation manager at the project operation department of Shanghai Youzu Information Technology Co., Ltd. ( ), an interactive entertainment provider, where he was responsible for operation team building and operation management. Mr. Wang received his bachelor s degree in electronic information engineering from Nanchang University ( ) in July Mr. WANG Xiaolin, aged 33, is our partner and vice president. Mr. Wang is primarily responsible for our Group s domestic online games product distribution and operations related matters. Mr. Wang has nearly eight years of industry experience in game and technology industry. He joined our Group in February 2014 and has consecutively served as a vice general manager and general manager of Chengdu Zhuoxing, and vice general manager of Tianjin Suiyue since then. Mr. Wang has also been our partner and vice president of Chengdu Zhuoxing since November Before joining our Group, Mr. Wang worked at WARFACE product department of Tencent Technology (Shenzhen) Co., Ltd. ( ( ) ) as an operation manager from December 2010 to February 2014, where he was primarily responsible for overall project operation and team management. He received his bachelor s degree of engineering in inorganic non-metal material engineering from Hehai University ( ) in June 2007 and his master of science in technology management from University of Bridgeport in May

8 Mr. YANG Rongjie, aged 33, is our partner and vice president. He is responsible for our Group s marketing and advertising management. Mr. Yang has nearly 10 years of experience in game and technology industry. He joined our Group in December 2016 and has been serving as the vice president and partner of Shenzhen Zhongshouyou since then. Prior to joining our Group, from November 2014 to November 2016, he served as a vice president (marketing) of Shenzhen idreamsky Technology Limited ( ), a mobile game publisher in China, responsible for overall marketing, advertising and promoting. From July 2011 to August 2013, he worked at Tencent Technology ( ( ) ). He also served as the marketing manager of Ninth City Computer Technology Consulting (Shanghai) Co., Ltd. ( ( ) ) from October 2010 to June 2011, responsible for the overall marketing of web games. From August 2009 to September 2010, Mr. Yang served as a marketing planning manager of Perfect World Game Co., Ltd. ( ) (formerly known as Shanghai Perfect World Network Technology Co., Ltd. ( )), responsible for marketing and promotion of games. Mr. Yang graduated from Shandong University of Technology ( ) with a bachelor s degree in urban planning in July Mr. YUAN Yu ( ), aged 41, is our partner and vice president. He is responsible for our Group s IP introduction and editorial supervision management. Mr. Yuan has nearly 20 years of experience in business management and operation. He joined our Group in May 2015 and served as a general manager of copyright center of Shenzhen Lanyue and has been serving as its vice president and partner since November Mr. Yuan has also been serving as the vice president and partner of Shenzhen Shengli Huyu since March Prior to joining our Group, from July 2013 to May 2015, he served as a senior strategic project manager of Walt Disney (Beijing) Co., Ltd. ( ( ) ) and the senior business development manager of Walt Disney Company (China) Limited ( ( ) ), consecutively, responsible for channel docking, authorization of intellectual property and games and channel related matters. From August 2012 to June 2013, he served as an assistant vice president of ME Marketing Center of Madhouse Inc. ( ), responsible for marketing and customer management. From February 2006 to April 2011, he served as the regional marketing director of Huayou Times Technology Development Co., Ltd ( ) (formerly known as Shengda Wireless (Beijing) Technology Development Co., Ltd. ( ( ) )), responsible for sales and marketing in the region. From June 1999 to March 2001, Mr. Yuan served as a regional supervisor of handheld products of Lenovo (Beijing) Co., Ltd. ( ( ) ). He graduated from Northeastern University ( ) with a bachelor s degree in engineering in July Mr. WANG Tao ( ), aged 44, is our partner and vice president. Mr. Wang is responsible for our Group s human resources and administrative management. Mr. Wang has over eight years of experience in talent training and development in game industry and business operations. He joined our Group in November 2015 and served as a vice president of Shenzhen Lanyue from November 2015 to April Mr. Wang then served as a vice president of Beijing China Mobile Games Technology Co., Ltd. ( ) in April 2016 and has been serving as its partner since November Mr. Wang also served as a partner and vice president of Shenzhen Douyue from April 2017 to February Mr. Wang then has 244

9 been serving as the partner and vice president of Shenzhen Shengli Huyu since March Prior to joining our Group, from April 2014 to November 2015, he served as a chief manager of Guangzhou Zhengyou Information Technology Co., Ltd. ( ), responsible for research, development and daily operation of a web game project. From January 2013 to March 2014, he served as a human resource director of Guangzhou Feiying Information Technology Co., Ltd. ( ). From December 2007 to April 2011, Mr. Wang served as a manager of the training center of Changyou.com Limited ( ) responsible for staff training. From April 2011 to October 2012, Mr. Wang also served as a senior manager of Beijing Oak Pacific Interactive Information Technology Co., Ltd. ( ) responsible for personnel organization and operation staff training. Mr. Wang graduated from Beijing Wuzi University ( ) with a bachelor s degree in business administration in July Ms. LAI Gladys Yau Yan, aged 39, is our financial controller and company secretary. Ms. Lai joined China Mobile Game HK as an assistant finance manager in July 2014, and was promoted to a financial controller in April Ms. Lai was also appointed as the secretary of our Company on June 19, Ms. Lai has over 15 years of experience in financial reporting as well as management reporting. Ms. Lai served as an assistant accounting manager at Hutchison Whampoa Properties Limited from June 2012 to April 2014, a senior accountant at PCCW Limited from October 2008 to June 2012, an accountant at Hutchison Telecommunications International Limited from October 2005 to April 2008 and a senior accountant at Ernst & Young from September 2001 to September Ms. Lai graduated from the University of British Columbia in Canada with a bachelor s degree in commerce in accounting in May Ms. Lai has also been a member of the American Institute of Certified Public Accountants since September 2004 and a member of the Hong Kong Institute of Certified Public Accountants since September She qualified as a Certified Internal Auditor of the Institute of Internal Auditors in July She is also a Chartered Global Management Accountant accredited by the American Institute of Certified Public Accountants in February Save as disclosed above, none of the members of our senior management held any directorship in 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 document. COMPANY SECRETARY Ms. LAI Gladys Yau Yan was appointed as the secretary of our Company on June 19, For the biography of Ms. Lai, see Senior Management in this section. 245

10 BOARD COMMITTEES Audit Committee We [have established] an audit committee with written terms of reference in compliance with Rule 3.21 of the Listing Rules and the Corporate Governance Code. The primary duties of the audit committee are to review and supervise the financial reporting process and internal controls system of the Group, review and approve connected transactions and provide advice and comments to the board of Directors. The audit committee consists of three members, namely Ms. NG Yi Kum, Mr. TANG Liang and Mr. MA Yuntao. Ms. NG Yi Kum has been appointed as the chairman of the audit committee and is our independent non-executive Director with the appropriate professional qualifications. Remuneration Committee We [have established] a remuneration committee with written terms of reference in compliance with Rule 3.25 of the Listing Rules and the Corporate Governance Code. The primary duties of the remuneration committee are to review and make recommendations to the Board the terms of remuneration packages, bonuses and other compensation payable to our Directors and other senior management. The remuneration committee consists of three members, namely Mr. HO Orlando Yau Kai, Mr. Hendrick SIN and Ms. NG Yi Kum. Mr. HO Orlando Yau Kai has been appointed as the chairman of the remuneration committee. Nomination Committee We [have established] a nomination committee with written terms of reference with reference to the Corporate Governance Code. The primary duties of the nomination committee are to make recommendations to our Board on the appointment of Directors and management of Board succession. The nomination committee consists of three members, namely Mr. XIAO Jian, Mr. TANG Liang and Mr. HO Orlando Yau Kai. Mr. XIAO Jian has been appointed as the chairman of the nomination committee. Corporate Governance Committee We [have established] a corporate governance committee with written terms of reference with reference to the Corporate Governance Code. The primary functions of the corporate governance committee are to develop and review our policies and practices on corporate governance and make recommendations to the board, review and monitor the training and continuous professional development of directors and senior management, review and monitor our policies and practices on compliance with legal and regulatory requirements, develop, review and monitor the code of conduct and compliance manual (if any) applicable to employees and directors, and review our compliance with the code and disclosure in the Corporate Governance Report. The corporate governance committee consists of three members, namely Mr. NG Yi Kum, Mr. TANG Liang and Mr. HO Orlando Yau Kai. Ms. NG Yi Kum has been appointed as the chairlady of the corporate governance committee. 246

11 DIRECTORS AND SENIOR MANAGEMENT S REMUNERATION Our Directors and senior management receive remuneration, including salaries, allowances and benefits in kind, including our contribution to the pension plan on their behalves. The aggregate amount of remuneration (including salaries, allowances and benefits in kind, equity-settled share-based payment expense and pension scheme contributions) incurred by the five highest paid individuals who are neither a director nor chief executive of our Group for the 2015 Consolidated Period, the years ended December 31, 2016 and 2017 and the six months ended June 30, 2018 was approximately RMB71,000, RMB2.1 million, RMB3.0 million and RMB1.6 million, respectively. The aggregate amount of remuneration (including salaries, allowances and benefits in kind, equity-settled share-based payment expense and pension scheme contributions) paid to our Directors and senior management for the 2015 Consolidated Period, the years ended December 31, 2016 and 2017 and the six months ended June 30, 2018 was approximately RMB292.4 million, RMB3.8 million, RMB4.8 million and RMB3.3 million, respectively. None of our Directors or senior management waived any remuneration during the aforesaid periods. Save as disclosed above, no other payments have been paid or are payable, in respect of the 2015 Consolidated Period, the years ended December 31, 2016 and 2017 and the six months ended June 30, 2018 by our Company to our Directors or senior management. No remuneration was paid to our Directors or the five highest paid individuals as an inducement to join, or upon joining, our Group. No compensation was paid to, or receivable by, our Directors or past directors for the Track Record Period for the loss of office as director or any member of our Group or of any other office in connection with the management of the affairs of any member of our Group. None of our Directors waived any emoluments during the same period. CODE PROVISION A.2.1 OF THE CORPORATE GOVERNANCE CODE Pursuant to code provision A.2.1 of the Corporate Governance Code, the responsibilities between the chairman and the chief executive officer should be segregated and should not be performed by the same individual. However, we do not have a separate chairman and chief executive officer and Mr. Xiao currently performs these two roles. Our Board believes that vesting the roles of both chairman and chief executive officer in the same person has the benefit of ensuring consistent leadership within our Company and enables more effective and efficient overall strategic planning for our Company. Our Board currently comprises two executive Directors (including Mr. Xiao), two non-executive Directors and three independent non-executive Directors, and therefore has a fairly strong independence element in its composition. Our Board considers that the balance of power and authority for the present arrangement will not be impaired and this structure will enable our Company to make and implement decisions promptly and effectively. Our Board will continue to review and consider separating the roles of chairman of our Board and chief executive officer of our Company at a time when it is appropriate and suitable by taking into account the circumstances of our Company as a whole. 247

12 Save as disclosed above, we are in compliance with all code provisions of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules. [REDACTED] We have appointed [REDACTED] asour[redacted] pursuant to Rule 3A.19 of the Listing Rules. The [REDACTED] will provide us with guidance and advice as to compliance with the requirements under the Listing Rules and applicable Hong Kong laws. Pursuant to Rule 3A.23 of the Listing Rules, the [REDACTED] will advise our Company, among others, in the following circumstances: (a) before the publication of any regulatory announcement, circular, or financial report; (b) where a transaction, which might be a notifiable or connected transaction, is contemplated, including share issues and share repurchases; (c) where we propose to use the [REDACTED] ofthe[redacted] in a manner different from that detailed in this document or where the business activities, development or results of our Group deviate from any forecast, estimate or other information in this document; and (d) where the Stock Exchange makes an inquiry to the Company regarding unusual movements in the price or trading volume of its [REDACTED] securities or any other matters in accordance with Rule of the Listing Rules. The term of appointment of the [REDACTED] shall commence on the [REDACTED] and is expected to end on the date on which we comply with Rule of the Listing Rules in respect of our financial results for the first full financial year commencing after the [REDACTED]. 248