DIRECTORS, SENIOR MANAGEMENT, AND EMPLOYEES

Transcription

1 DIRECTORS Our Board consists of nine directors, comprising two executive directors, three non-executive, and four independent non-executive s. The powers and duties of our Board include: convening Shareholders meetings and reporting at Shareholders meetings our Board s responsibilities and work done; implementing the resolutions passed at Shareholders meetings; determining our business plans and investment plans; formulating our annual budget and final accounts; formulating our proposals for profit distributions and for the increase or reduction of our share capital; and exercising other powers, functions and duties as conferred by our Memorandum and Articles of Association. We have entered into service contract with each of our executive s and a letter of appointment with each non-executive and each independent non-executive. The table below sets forth the age and designation of each of our s: Name Age Position Responsibilities Date of joining us Mr. CHEN Shuang ( )... Mr.POONHoMan Ms. LIU Wanting Mr.TANGChiChun Mr. GUO Zibin 46 Chairman, Nonexecutive 41 Chief Executive Officer, Executive reviewing overall strategic planning business development chairman of the strategy committee formulating and reviewing overall strategic planning business development managing overall business operations memberofthestrategy 32 Executive managing commercial, marketing and banking operations business development memberofthestrategy 52 Non-executive 45 Non-executive business development advising on financial related operations memberofthestrategy attending meetings of our Board to perform duties as aboardmember,butnot participating in the day-today management of our business operations memberofaudit Date of appointment 30 June August 24 March December June August 30 June August 10 March March

2 Name Age Position Responsibilities Date of joining us Mr.FANYanHok, Philip Mr.NGMingWah, Charles Mr. ZHANG Chongqing Mr.SUNQuan ( ) Independent nonexecutive 64 Independent nonexecutive 68 Independent nonexecutive 48 Independent nonexecutive chairmanofthe Remuneration Member of the Nomination chairmanoftheaudit memberofthe Remuneration member of the Nomination chairmanofthe Nomination memberoftheaudit memberofthe Remuneration memberoftheaudit member of the Nomination memberofthe Remuneration Date of appointment Chairman and Non-executive Mr.CHENShuang( ),aged46,isourchairmanandanon-executive.mr.chenwas appointed as a non-executive on 12 August. Mr. CHEN is responsible for reviewing our overall strategic planning and business development. Mr. CHEN is also a director and deputy general manager of China Everbright Holdings Company Limited, an executive director, the chief executive officer, and a member of the executive committee and strategy committee, the chairman of Management Decision of CEL, a company listed on the Stock Exchange (stock code: 165), a director of Everbright Securities Company Limited, a company listed on the Shanghai Stock Exchange(stock code: ), a supervisor of China Everbright Bank Company Limited, a company listed on the Stock Exchange (stock code: 6818) and the Shanghai Stock Exchange (stock code: ), an independent director of Noah Holdings Limited, a company listed on the New York Stock Exchange(stock code: NOAH.N), and an independent non-executive director of China Nonferrous Mining Corporation Limited, a company listed on the Stock Exchange(stock code: 1258). Mr. CHEN is currently a non-official member of the Financial Services Development Council, the chairman of Chinese Financial Association of Hong Kong, the vice-chairman of Chinese Securities Association of Hong Kong,andavisitingprofessorofEastChinaUniversityofPoliticalScienceandLaw( ). Mr. CHEN obtained the degree of master of law from East China University of Political Science and Law( )in1992andadiplomainlegalstudiesfromtheschoolofprofessionaland ContinuingEducationoftheUniversityofHongKongin2003.Mr.CHENisaqualifiedlawyerinthe PRCandasenioreconomistinthePRC. 270

3 Executive s Mr.POONHoMan( ),aged41,isourchiefexecutiveofficerandanexecutive.mr. POON founded our Group in March Mr. POON is responsible for formulating and reviewing our overall strategic planning and managing overall business operations. Mr. POON is also a director of all other companies within our Group except for CALC 3-Aircraft Limited, CALC 6- Aircraft Limited, CALC 8- Aircraft Limited, CALC 9- Aircraft Limited, CALC Satu Limited, CALC Dua Limited and CALC Finance Cooperatief U.A. Immediately following completion of the[redacted] and the Capitalisation Issue(without taking into account the Shares which may be allotted and issued upon the exercise of options granted under the Pre-IPO Share Option Scheme and that may be granted under the Post-IPO Share Option Scheme and assuming the Over-allotment Option is not exercised), Mr. POON will indirectly hold 30.94% interest in our Company. Mr.POONisthechairmanofFPAM.Mr.POONwasadirectorofGarronInternationalLimited(now known as China Investment and Finance Group Limited), a company listed on the Stock Exchange (stock code: 1226) during the period between December 2004 and October Since April 2003, Mr. POON has been the Responsible Officer of Friedmann Pacific Asset Management(Hong Kong) Limited in supervising the conduct of type 4(advising on securities) and type 9(asset management) regulated activities under the SFO and FP Sino-Rich Securities& Futures Limited in supervising the conduct of type 1(dealing in securities) regulated activities under the SFO. He was also the Responsible Officer of FP Sino-Rich Securities& Futures Limited in supervising the conduct of type 6(advising on corporate finance) regulated activities under the SFOfrom17September2005to15March2011.Mr.POONisexperiencedinbuildinghedging models, dealing in different financial instruments to maximise the gain and monitoring the risk assumed in an investment portfolio. Mr. POON obtained the degree of bachelor of engineering from the University of Hong Kong in 1995,andobtainedthedegreeofexecutivemasterofbusinessadministration( ) from Tsinghua University in Mr. POON has been a CFA charterholder of the Association for Investment Management and Research(now known as the Chartered Financial Analysts Institute) since March Mr. POON is currently a member of Heilongjiang Province ofthechinesepeople spoliticalconsultativeconference( )andthevicepresidentofchinagroupcompaniesassociation( ),an association under the State-owned Assets Supervision and Administration Commission of the State Council. Mr. POON is the Honourary President of Hong Kong Overseas Chinese Association ( ),thevicepresidentofchinesefinancialassociationofhongkong( )andthevicepresidentofjiangxiprovincefederationofoverseaschineseentrepreneurs ( ).Mr.POONalsoobtainedtheWorldOutstandingChineseAward( )fromworldchinesebusinessinvestmentfoundation( )in2006. Ms.LIUWanting( ),aged32,isanexecutiveandourseniorvicepresident-head of Commercial. Ms. LIU joined us in June Ms. LIU is responsible for managing the commercial, marketing and banking operations and the business development of our Group and she focuses on the aircraft leasing and financing businesses. Within our Group, Ms. LIU is also a director of Airbusac Limited(incorporated in the Cayman Islands), CALC AC Limited, CALC Asset Limited, Airbusac Limited (incorporated in Hong Kong), Airbussz Limited and CALC Jianqing Limited. 271

4 Ms.LIUiscurrentlyadirectorof (SinoAssetFinancialLeasingLimited*),a company established in China. Ms. LIU represents us in the Leasing of China Association Enterprise with Foreign Investment from April 2010 to April 2011, and a founding memberofchinesefinancialassociationofhongkong( ).Ms.LIUwasthevice chairmanoftheaviationsafety magazineoftheaviationsafetyofficeunderthecivil AviationAdministrationofChina( ),withatermfromjuly2012to June Ms. LIU has given speeches in various conferences on leasing and also delivers lectures to financing experts in the Greater China region from time to time. Ms.LIUgraduatedwiththedegreeofbachelorinjournalismfromHeilongjiangUniversity( )Chinain2004,andadegreeofmasterofartsincommunicationfromHongKongBaptist University in Ms. LIU also completed a finance study course for senior executive organised by Tsinghua University in She is a candidate for the degree of executive master of business administration( )attsinghuauniversity.sincejoiningusinjune2006, Ms. LIU has initiated, structured, and completed a number of aircraft leasing transactions. Mr.TANGChiChun( ),aged52,isanon-executiveappointedon12august. Mr. TANG is responsible for the business development and advising on financial related operations of our Group. Mr.TANGisanexecutivedirectorandthechieffinancialofficerofCEL,acompanylistedonthe Stock Exchange(stock code: 165). Mr. TANG was a director of Everbright Securities Company Limited, a company listed on the Shanghai Stock Exchange(stock code: ), during the period from February 2008 to January Since 1990, Mr. TANG has been engaged in senior positions of the financial and business operations of various international financial institutions. Mr. TANG worked as the Assistant Vice President with a functional title of Audit Manager in the Regional Audit Department in Bankers Trust Company, an American banking company, from August 1990 to February 1993, during which he was responsible for managing audit projects and introducing new banking products, and thus gained the experience in managing interest rate risks and conducting hedging activities. Mr. TANG is a certified public accountant in Hong Kong and a graduate of the Accountancy Department at the Hong Kong Polytechnic(now known as Hong Kong Polytechnic University) in Mr. TANG is also a member of the Association of Chartered Certified Accountants and the HKICPA. Mr. TANG has over 22 years of experience in audit, investment, accounting, and finance. Mr.GUOZibin( ),aged45,isanon-executiveappointedon10march2014.mr. GUOisresponsibleforattendingmeetingsofourBoardtoperformdutiesasamemberofour Board, but not participating in the day-to-day management of our business operations. Mr.GUOhasbeenactingasthevicegeneralmanagerofChinaAerospace( ) since February Mr GUO had been a project manager of the investment banking department ofindustrialsecuritiescompanylimited( )duringtheperiodbetweenapril 2000andAugust2004andEverbrightInternationalInvestmentConsultingCorporation( ) during the period of April 1998 to April Mr. GUO also served as a project manager, assistant to the general manager and vice general manager of the Investment ManagementDivisionofChinaEverbrightInvestmentManagementCorporation( )duringtheperiodbetweenaugust2004andfebruary2014. Mr.GUOgraduatedwithabachelor sdegreeineconomicsfromtheanhuiuniversity( )in 1991 and obtained a master s degree in industry and foreign trade from Beijing University of Technology( )in

5 Independent non-executive s Mr.FANYanHok,Philip( ),aged64,isanindependentnon-executiveappointed on. Mr. FAN is currently holding directorships in the following companies listed on the securities market in Hong Kong or overseas: Name of listed company Securities exchange and stock code Position held China Everbright International Limited Hong Kong Stock Exchange: 257 Independent non-executive director HKC(Holdings) Limited Hong Kong Stock Exchange: 190 Independent non-executive director Hysan Development Company Limited Hong Kong Stock Exchange: 14 Independent non-executive director First Pacific Company Limited Hong Kong Stock Exchange: 142 Independent non-executive director Goodman Group Australian Stock Exchange: GMG Independent director In2011,2012,andanduptotheLatestPracticableDate,Mr.FANhadhelddirectorshipsin the following companies listed on the securities market in Hong Kong or overseas: Name of listed company China Everbright International Limited Zhuhai Zhongfu Enterprise Co., Ltd. Suntech Power Holdings Co. Ltd ( Suntech ) Securities exchange/market and stock code Position held Period Hong Kong Stock Exchange: 257 Shenzhen Stock Exchange: New York Stock Exchange: STP(suspended since 11 November ) OTC Market: STPFQ (from 11 November ) Executive director Non-executive director Independent director May 2010 June Independent director 9 March 9December Mr.FANwasappointedasanindependentdirectorofSuntechon19MarchtoaidSuntech s board navigate its then challenges. After Suntech defaulted in payment of its convertible bond in the principal amount of US$541 million due on 15 March, Suntech s subsidiary Wuxi Suntech Power Co., Ltd.( Wuxi Suntech ) has been put into involuntary insolvency and restructuring proceeding by the Wuxi Municipal Intermediate People s Court in Jiangsu Province, China since 21 March. Suntech has also been put into provisional liquidation by the Grand Court of the Cayman Islands, the jurisdiction of its incorporation, since 9 November. Mr. FAN considered thathewasunabletocarryouthisfunctionasanindependentdirectorinviewoftheprovisional liquidation of Suntech therefore resigned on 9 December. There was no disagreement between him and Suntech s board and there was no other matter in relation to his resignation which would need to be brought to the attention of Suntech s shareholders or creditors, the Shareholders or the Stock Exchange. After Mr. FAN s resignation, the joint provisional liquidators of Suntech commencedachapter15proceedingundertheu.s.bankruptcycodeinafederalcourtinthe Southern District of New York on 21 February 2014 to recognise in the U.S. the overseas provisional liquidation previously granted in the Cayman Islands. Mr. FAN was not involved in any investigation by the joint provisional liquidators or any of the other regulators. 273

6 Mr.FANobtainedthedegreeofbachelorofsciencein1973andthedegreeofmasterofsciencein thesameyearfromstanforduniversity,theunitedstatesandthedegreeofmasterofsciencein management in 1976 from Massachusetts Institute of Technology, the United States. Mr. FAN is also a member of the Asian Advisory Board of AustralianSuper, a pension fund established in Australia. Mr.NGMingWah,Charles( ),aged64,isanindependentnon-executiveappointed on11september.mr.ngobtainedthedegreeofbachelorofscienceinelectronicand electrical engineering from Loughborough University in England in 1972 and the degree of master of science in business studies from London Business School, University of London in England in 1974.Mr.NGisadirectorofSomerleyCapitalLimited,acompanylicencedtoconducttype1 (dealing in securities) and type 6(advising on corporate finance) regulated activities under the SFO. Mr. NG is also a non-executive director of Goldlion Holdings Limited(stock code: 533), a companylistedonthestockexchangeandalsoactsasamemberofeachofitsaudit,remuneration andnominationcommittees.inaddition,mr.ngisamemberoftheboardofgovernorsofthehong Kong Arts Centre. Mr. NG had also been an executive director(investment banking, Asia Pacific region) of an international investment bank and a director of N.M. Rothschild& Sons(HK) Ltd. Mr. NGhasmorethan35yearsofexperienceinfinanceandmanagementandhehashadextensive experience in reviewing and analysing in depth financial statements of public companies together with extensive experience in dealing with internal and external auditors regarding the supervision of internal financial controls and the auditing of financial statements. Our executive s have considered Mr. NG s education, qualifications and experience and are satisfied that Mr. NG has the necessary training and experience for the purpose of Rule 3.10(2) of the Listing Rules. Mr. NG was appointed as an independent non-executive of our Company on. During the three years prior to the Latest Practicable Date, Mr. NG was an independent nonexecutive director of CEL, a company listed on the Stock Exchange,(stock code: 165) from 1 November1993to15MayandofChinaMolybdenumCo.,Limited,acompanylistedonthe StockExchange,(stockcode:3993)from8December2006to17August2012.Mr.NGtendered his resignation as an independent non-executive director from the board of Dalian Ports(PDA) Company Limited, a company listed on the Stock Exchange,(stock code: 2880) on 17 March 2011 (having been a director since 16 November 2005). Mr. NG was also a non-executive director of Man Wah Enterprise Company Limited( Man Wah Enterprise ) from 6 December 1994 to 27 July Man Wah Enterprise was a private limited HongKongcompanyincorporatedinHongKongon24November1970andwasengagedinsilk flower manufacturing business. On 19 September 1995, the directors of Man Wah Enterprise filed a statutory declaration with the Companies Registry pursuant to section 228A of the then in force CompaniesOrdinance(Chapter32ofthelawsofHongKong)totheeffectthattheywereofthe opinionthatthecompanycouldnotbyreasonofitsliabilitiescontinueitsbusinessandthatitwas necessarythatthecompanybewoundup.on13october1995,apetitionforthewindingupofman WahEnterprisewasfiledbyacreditorincourt.On22November1995,awindinguporderonMan WahEnterprisewasmadebythecourtpursuanttothesaidpetition.On3April1996,anapplication wasmadebytheliquidatorstothecourtpursuanttosection209aofthetheninforcecompanies Ordinance(Chapter32ofthelawsofHongKong)tohavetheliquidationofManWahEnterprise conducted as if it were a creditors voluntary winding up. Upon such application, an order was made bythecourton2may1996thatthewindingupofmanwahenterpriseshouldbeconductedasif the winding-up were a creditors voluntary winding-up. Man Wah Enterprise was dissolved on 24 September According to the report of the liquidator and the official receiver dated 1 May 274

7 1996, proofs of debts of a total value of approximately HK$3,300,000 had been submitted up to that date (of which approximately 65% in amount were submitted by shareholders of Man Wah Enterprise and their associates) and the official receiver held cash in the sum of approximately HK$280,000 at that date. As a non-executive director, Mr. NG was not involved in the day-to-day business operations of Man Wah Enterprise. Mr. NG has further confirmed that there was no wrongfulactonhispartleadingtothewinding-upofmanwahenterpriseandthat,asfarashewas aware,noactualorpotentialclaimhadbeenorwouldbemadeagainsthimasaresultofsuch windingup.theliquidatorsconcludedintheirreportin1996thattheywereoftheviewthatthis liquidation was not a matter of public concern. Mr. NG also confirmed that other than those matters disclosedtherein,hewasnotinvolvedinanymattersrelatingtothewindingupofmanwah Enterprise. Mr.ZHANGChongqing( ),aged68,isanindependentnon-executiveappointedon. Mr.ZHANGisthevicepresidentofChinaGroupCompaniesAssociation( )and thevicepresidentofchinamarketassociation( ).Mr.ZHANGservedasthedeputy secretaryandvicechairmanofthechinaenterprisemanagementassociation( ) andacommitteememberofthechinaentrepreneurassociation( ).Mr.ZHANGwas alsotheheadofthechinaenterpriseinformationexchangecentre( )andthe presidentofchinaenterprisenews( ). Mr. ZHANG graduated from Renmin University of China with an undergraduate degree of trading and economics in 1969, and he is a researcher. Mr. ZHANG has published various books, including ManagementBreakthrough( ). Mr. SUN Quan ( ), aged 48, is an independent non-executive appointed on 11 September. Mr. SUN is the executive director and chief executive officer of China Capital Impetus Asset Management Pte Ltd and the general manager of Beijing Dejoera Investment Co. Ltd. Mr. SUN is currently a director of China Capital Impetus Investment Limited which manages investment funds including China Capital Impetus Fund. In addition, Mr. SUN is currently a director of RHB OSK GC-Millennium Capital Pte. Ltd. Mr. SUN is also serving as the executive director and the deputy secretary-generalofthebeijingoverseaschinesechamberofcommerce( ). Mr.SUNgraduatedfromBeijingUniversityofTechnology( )in1989withthedegreeof bachelor of engineering and obtained the degree of executive master of business administration ( )fromtsinghuauniversityin2005. Save as disclosed herein, each of our s confirms with respect to him/her that: (a) he/she does not have any relationship with any other s, senior management or substantial or controlling shareholders of our Company, (b) therewasnoothermatterwithrespecttotheappointmentofoursthatneedstobe brought to the attention of our Shareholders, (c) there was no information relating to our s that is required to be disclosed pursuant to Rules 13.51(2)(h) to(v) of the Listing Rules as of the Latest Practicable Date. 275

8 SENIOR MANAGEMENT The table below sets forth the age and designation of each of our senior management: Name Age Date of joining us Current position Mr.JensChristianDUNKER June2011 ManagingofAircraft Trading Mr.DUANXiaoge( ) July2007* HeadofTechnicalandAsset Management Mr.YUTaiTei( ) June ChiefFinancialOfficer Mr.LIUFuWahPatrick( ) September Chief Operating Officer Mr.TANGYuPing 44 7November Financial Controller 2011 Ms. Aikaterini SOMI(also known as Ekaterini SOMI and Catherine SOMI) January 2014 Legal counsel * Mr.DUANjoinedusasourconsultant. Mr. Jens Christian DUNKER, aged 48, is our Managing of Aircraft Trading pursuant to a secondment agreement dated 22 June 2011(as amended by an amendment agreement dated 1 April ) entered into between CALL and Jetline Consulting Limited, a company incorporated in Englandandwholly-ownedbyMr.DUNKER.Mr.DUNKERhasworkedforussinceJune2011.Mr. DUNKER obtained the degree of Master in Air Transport Management from the College of Aeronautics of the Cranfield Institute of Technology in United Kingdom in Mr. DUNKER completed the degree course in aerospace engineering at Technische Universität Berlin in Mr. DUNKER worked for Deutsche Lufthansa AG initially as project manager for its regional airline subsidiary Cityline and later as Manager Aircraft Purchasing from 1994 to 1998 and was responsible for the preparation of analyses and economic viability calculations in connection with the selection of aircraft, negotiation and drafting of aircraft purchasing contracts, budgetary control with respect to aircraft procurement and internal coordination of aircraft purchasing. He worked for Dornier Luftfahrt GmbH, a regional aircraft manufacturer, from 1998 to As Manager Sales Engineering, Mr. DUNKER was responsible for the sales support of the 728JET new aircraft project. From 2000 to 2007, as the Head of Aircraft Finance of TUI AG, Mr. DUNKER was responsible for, among other things, the development of financing and procurement strategies, negotiation and implementation of aircraft financing and leasing contracts, identification of potential investors for assets transactions and preparation of economic viability study to the management. Since then, Mr. DUNKER has been acting as an independent consultant for various airlines and investors. Mr. DUNKER has over 20 years of experience in the aircraft industry, focusing on aircraft purchase and financing. 276

9 Mr.DUANXiaoge( ),aged47,isourheadoftechnicalandassetmanagement.mr.duan joineduson17july2007asaconsultantandhasbecameafull-timeemployeeofourgroup effective from 1 March. Mr. DUAN graduated with the degree of bachelor of professional aeronauticsfromthecollegeofchinacivilaviation( )(currentlyknownascivil Aviation University of China) in Mr. DUAN further completed a professional manager MBA programme( MBA )organisedbyxi anjiaotonguniversity( )in Mr. DUAN was qualified as an assistant engineer of China Northwest Airlines in Mr. DUAN is a qualified civil aircraft maintenance personnel of China Aviation Administration of China since Prior to joining us, Mr. DUAN worked as an independent contracted technical consultant of GE Capital Aviation Services from 2000 to March 2012 where he was responsible for aircraft re-delivery, delivery assignment, and managing aircraft alterations. Mr. DUAN has over 12 years of experience in the aircraft industry, focusing on aircraft maintenance and engineering, project consultancy and planning. Mr.YUTaiTei( ),aged53,isourchieffinancialofficer.mr.yujoinedusinjune.mr. YU is responsible for all aspects relating to finance and accounting of our Group. Mr. Yu obtained a diploma certificate in the department of accounting of the Hong Kong Shue Yan College(now knownashongkongshueyanuniversity)in1984.mr.yufurtherobtainedthedegreeofmaster of business administration from the University of Warwick in 1996 and the degree of doctor of business administration from Hong Kong Polytechnic University, Hong Kong, in Mr. YU is a fellow member of the Association of Chartered Certified Accountants, the HKICPA, the Institute of Chartered Secretaries and Administrators, the Hong Kong Institute of Chartered Secretaries,andtheHongKongInstituteofs.Mr.YUisalsoamemberoftheCertified General Accountants Association of Canada. Mr. YU is also accredited as an authorised supervisor byhkicpatotrainprospectivemembersoftheinstitute.mr.yuhasmorethan29years working experience with multi-national and Hong Kong listed companies as well as the Hong Kong Inland Revenue Department, in the areas of finance, business control, auditing and tax. Mr.LIUFuWahPatrick( ),aged44,isourchiefoperatingofficer.mr.liujoineduson1 September. Mr. LIU is responsible for risk, financial and operations management. Mr. LIU graduated with the degree of bachelor of science in economic from the University of Victoria in 1994 and obtained the degree of master of business administration in finance from California State University, Hayward in Mr. LIU is a certified public accountant in the State of Washington of theunitedstateofamericasince9june2000andamemberoftheamericaninstituteofcertified Public Accountants since 31 May Priortojoiningus,Mr.LIUhadworkedinKPMG,StandardCharteredBank(HK)Limited,and Goldbond Group Holdings Limited(Stock code: 172), a company listed on the Stock Exchange. Mr. LIU has over 17 years of experience in audit, investment, operational risk, equipment leasing and financial management. Mr. TANG Yu Ping ( ), aged 44, is our Financial Controller. Mr. TANG joined us on 7 November Mr. TANG is also the alternate director of China Aircraft Assets Ltd(incorporated in Labuan, Malaysia), a wholly-owned subsidiary of our Company. Mr. Tang graduated with the degree of bachelor of arts in economic and social studies from the Victoria University of Manchester in Mr. TANG obtained the degree of master of science in operational research and information systems from the London School of Economics and Political Science, University of London in

10 Prior to joining us, Mr. TANG held senior financial and information technology positions in various companies, including Lisi Group(holdings) Limited(stock code: 526), Sky Hawk Computer Group Holdings Limited(stock code: 1129), and Chanceton Financial Group Limited(Stock code: 8020), allofwhicharelistedonthestockexchange.mr.tangisacertifiedpublicaccountantinhong KongandaCharteredAccountantinEnglandandWales.Mr.TANGisalsoafellowmemberofthe Association of Chartered Certified Accountants in the United Kingdom and a fellow member of the Hong Kong Institute of Certified Public Accountants. Mr. TANG has over 19 years of experience in corporate development, financial management, consulting for various industries including aviation logistics, corporate finance advisory and manufacturing. Ms. Aikaterini SOMI(also known as Ekaterini SOMI and Catherine SOMI), aged 34, is our Legal Counsel.Ms.SOMIjoineduson20January2014.Ms.SOMIisresponsibleforalllegalissues pertainingtoourbusinessofus.mssomigraduatedwiththedegreeofbacheloroflawsfromthe Brunel University, London in 2005 and obtained the Postgraduate Diploma in Professional and LegalSkillsfromtheCityUniversityLondonin2007.In2007,Ms.SOMIwasadmittedasabarrister atthebarofenglandandwalesandin2010wasadmittedasasolicitoroftheseniorcourtsof EnglandandWales.Ms.SOMIisalsoamemberoftheHonourableSocietyoftheMiddleTemple andthelawsocietyofenglandandwales. Prior to joining us, Ms. SOMI practised as a solicitor in commercial and banking litigation with an international law firm in London and thereafter acted as corporate counsel for a global aircraft leasing company, namely International Lease Finance Corporation. Ms. SOMI has over seven years of experience in commercial and banking litigation, international and aviation transactions. Compliance with the management continuity requirement under the Listing Rules We comply with the management continuity requirement under Rule 8.05(1)(b) of the Listing Rules on the basis that our management control was largely vested in the two executive s, namely Mr.POONandMs.LIU,duringtheTrackRecordPeriodanduptotheLatestPracticableDate,and both Mr. POON and Ms. LIU will continue to be the executive s and form the core management of our Group at the time of Listing and thereafter. Apartfrombeingourexecutive,Mr.POONisalsothefoundingmemberofourGroup,who ismemberofourboardandtheboardofdirectorsofmostofthemembersofourgroupsincetheir incorporation.ms.liujoinedusinjune2006andisalsothedirectorofanumberofsubsidiaries ofourcompany.mr.poonandms.liuweremembersofthecoremanagementteamofourgroup during the Track Record Period by actively participating in daily operation and management and businessdevelopmentofourgroup.bothmr.poonandms.liuaretheoneswhocontrolledthe GroupthroughouttheTrackRecordPeriodanduptothetimeofListing. COMPANY SECRETARY Mr.LEUNGMingYiu( ),aged41,isourfinancemanagerandcompanysecretary.mr. LEUNG joined us in August. Mr. LEUNG graduated with the degree of bachelor of commence inaccountingfromhongkongshueyanuniversityin2008.mr.leungisacertifiedpublic Accountant in Hong Kong. Prior to joining us, Mr. LEUNG served several companies as an accountant, senior accountant, and finance manager during the period between March 1999 and August. In particular, Mr. LEUNG is experienced in corporate finance transactions. Mr. LEUNG has over 15 years of experience in the field of accounting, auditing, and finance. 278

11 BOARD COMMITTEES Audit Our Audit was established by our Board on with written terms of reference in compliance with Rule 3.21 of the Listing Rules. The primary duties of our Audit are to review and supervise our financial reporting process and internal control system andtoprovideadviceandcommentstoourboard.ourauditconsistsofmr.ngming Wah,Charles( ),Mr.ZHANGChongqing( ),Mr.GUOZibin( ),andmr.sun Quan( ).ThechairmanofourAuditisMr.NGMingWah,Charles( ). Remuneration Our Remuneration was established by our Board on with written terms of reference in compliance with Rule 3.25 of the Listing Rules. Our Remuneration consistsofmr.fanyanhok,philip( ),Mr.NGMingWah,Charles( ),Mr.ZHANG Chongqing ( ), and Mr. SUN Quan ( ). Mr. FAN Yan Hok, Philip ( ) has been appointed as the chairman of our Remuneration. The Remuneration considers and recommends to our Board the remuneration and other benefits paid by us to our s and senior management. The remuneration of all our s and senior management is subject to regular monitoring by our Remuneration to ensure that levels of their remuneration and compensation are appropriate. Nomination Our Nomination was established by our Board on with written terms of reference in compliance with paragraph A.5.1 of Appendix 14 to the Listing Rules. Our NominationconsistsofMr.FANYanHok,Philip( ),Mr.NGMingWah,Charles( ),Mr.ZHANGChongqing( ),andmr.sunquan( ).Mr.ZHANGChongQing( ) has been appointed as the chairman of our Nomination committee. Our Nomination considers and recommends to our Board suitably qualified persons to become our Board members and is responsible for reviewing the structure, size and composition of our Board on a regular basis. Strategy Our Strategy was established by our Board on. Our Strategy consistsofmr.chenshuang( ),Mr.POON,Ms.LIUWanting( ),andmr. TANGChiChun( ).Mr.CHENShuanghasbeenappointedasthechairmanofourStrategy. Our Strategy replaced our Investment following the Reorganisation Date. Prior to the Reorganisation Date, our Investment was responsible for approving the transactions entered into by the Group whereas our Strategy was responsible for formulating the overall investment policies of our Group. Following the Reorganisation Date, the primary responsibilities of our Strategy are to formulate the overall investment policies of our Group and establish investment guidelines in furtherance of policies. Our Strategy is also responsible for monitoring the performance of our Group for compliance with the investment policies and guidelines. 279

12 CORPORATE GOVERNANCE We believe that our Board includes a balanced composition of executive and non-executive s(including the independent non-executive s) so that our Board can effectively exercise independent judgement. We are also committed that our independent non-executive s should be of appropriate calibre. Our independent non-executive s, further information of whom is set forth in the section headed s, Senior Management, and Employees of this document, are free of any business or other relationships which could interfere in any material manner with the exercise of their independent judgement. InviewoftheoverlappingdirectorshipsofMr.POONinourCompanyandFPAMandMr.CHEN ShuangandMr.TANGChiChuninourCompanyandCEL,thefollowingmeasureshavebeen adopted by us in respect of the enforceability of the Deed of Non-Competition and to strengthen our corporate governance practice to safeguard the interests of the Shareholders: the Articles provide that any and his associates shall abstain from attending and votingatboardmeetingsincaseofanyissuesofconflictofinterestsbeingputtobedecided bymembersoftheboard.intheeventthatany(includingmr.poon,mr.chen Shuang and Mr. TANG Chi Chun) is required to abstain from participating in any relevant Board meetings as aforesaid, the other executive s together with all the non-executive and independent non-executive s will maintain the effective functioning of the Board by leveraging on their collective expertise and business experience; our independent non-executive s will hold an annual meeting to review the compliance of our Controlling Shareholders with the Deed of Non-Competition and to evaluate the effective implementation of the Deed of Non-Competition; we will disclose decisions on matters reviewed by independent non-executive s relating to the enforcement of the Deed of Non-Competition(if any) in our annual report or, where our Board considers it appropriate, by way of an announcement; and our Controlling Shareholders will make an annual confirmation as to compliance with the Deed of Non-Competition for inclusion in our annual report. Further, any transaction that is proposed between us and our Controlling Shareholders or their respective associates will be required to comply with the then requirements of the Listing Rules, including, where applicable, the reporting, announcement and independent shareholders approval requirements. COMPENSATION OF DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES We reimburse our s for expenses which are necessarily and reasonably incurred for providing services to us or executing their functions in relation to our operations. The executive s are also our employees and receive, in their capacity as our employees, compensation in the form of salaries and other allowances and benefits in kind. Theaggregateamountofsalariesandotherallowancesandbenefitsinkindpaidbyustoourfive highest paid individuals, including our contribution to the pension schemes for such individuals, during the three years ended 31 December were HK$1.3 million, HK$3.6 million, and HK$5.9 million, respectively. In 2011, 2012, and, the aggregate amount of salaries and other allowances, pension scheme contributionsandbenefitsinkindpaidbyustooronbehalfofallofourswashk$4.6 million, HK$1.8 million, and HK$4.0 million, respectively. 280

13 Exceptasdisclosedabove,nootherpaymentshavebeenmadeorarepayableinrespectofthe threeyearsended31decemberbyusoranyofoursubsidiariestooronbehalfofanyofour s,andnopaymentsweremadeduringthethreeyearsended31decemberbyusto anyofoursasaninducementtojoinoruponjoiningourcompany. Under the arrangements currently in force, we estimate the aggregate remuneration, excluding discretionary bonus, of our s payable for the year ending 31 December 2014 to be HK$4.8 million. On 25 April 2014, a bonus of HK$12.3 million for recognition of the effort contributed by various levels of staff and senior management was approved by the Remuneration and will be paid before the Listing Date. The payment of bonus of HK$12.3 million will have the following immediate financial impact on us:(a) our gearing ratio will be slightly increased by 0.05% for the year ending 31 December 2014 assuming all other variables remain constant;(b) the net current liabilities will be increased by HK$12.3 million, which represents 0.7% of our net current liabilities positionofhk$1,854.8millionasof30april2014;and(c)thereisnoimpactonouraircraft purchase commitment. After considering these factors, our s are of the view that the payment of the bonus of HK$12.3 million would not materially affect our financial position. COMPLIANCE ADVISER We have appointed China Everbright Capital Limited as our compliance adviser upon Listing in compliance with Rule 3A.19 of the Listing Rules. We have entered into a compliance adviser agreement with China Everbright Capital Limited that includes the following material terms: theappointmentisforaperiodcommencingonthelistingdateandendingonthedateon whichwecomplywithrule13.46ofthelistingrulesinrespectofourfinancialresultsforthe first full financial year commencing after the Listing Date, or until the agreement is terminated, whichever is earlier; and China Everbright Capital Limited will provide us with advice in the following circumstances: (a) before the publication of any regulatory announcement, circular or financial report; (b) if a transaction, which might be a notifiable or connected transaction for our Company, is contemplated, including share issues and share repurchases; (c) ifweproposetousetheproceedsfromthe[redacted]inamannerdifferentfromthat disclosed in this document or if our business activities, developments or results deviate from any forecast, estimate or other information in this document; and (d) ifthestockexchangemakesanyinquirytousregardingunusualmovementsintheprice or trading volume of our Shares. 281