DIRECTORS Upon Listing, our Board will consist of seven s, including two executive s, two non-executive s and three independent non-executive s. The following table provides certain information about our s (two of whom will resign and cease to be s upon Listing): Name Age Position Roles and responsibilities Date of joining the Group Date of appointment as Mr. Cai Wensheng 46 Executive and Chairman Overall strategic planning and business direction, Chairman of the Nomination Committee October 2008 July 2013 Mr. Wu Zeyuan 35 Executive and Chief Executive Officer Overall management of the Company June 2003 July 2013 Dr. Guo Yihong 52 Non-executive Provide professional opinion and judgment to our Board, member of the Audit Committee January 2014 January 2014 Dr. Lee Kai-Fu 55 Non-executive Provide professional opinion and judgment to our Board, member of the Remuneration Committee July 2016 August 2016 Mr. Gan JP Mr. Tan Hainan 45 (1) Advising on the overall strategic planning of our Group 38 (2) Advising on the overall strategic planning of our Group January 2014 January 2014 May 2014 May 2014 Mr. Ko Chun Shun Johnson 65 Independent nonexecutive Chairman of the Remuneration Committee and member of the Audit Committee; supervising and providing independent judgment to our Board the Listing Date November 2016 (3) Mr. Zhou Hao 40 Independent nonexecutive Chairman of the Audit Committee and member of the Nomination Committee; supervising and providing independent judgment to our Board the Listing Date November 2016 (3) Ms. Lo Po Man 37 Independent nonexecutive Member of Remuneration and Nomination Committees; supervising and providing independent judgment to our Board the Listing Date November 2016 (3) 212
Notes: (1) Mr. Gan will resign and cease to be a upon Listing. (2) Mr. Tan will resign and cease to be a upon Listing. (3) Effective from the Listing Date. Executive s Mr. Cai Wensheng, aged 46, is a founder, executive and the Chairman of our Group. Mr. Cai also serves as a director of Meitu Holdings and Meipai Ltd. Mr. Cai is responsible for the overall strategic planning and business direction of the Group. Mr. Cai completed his junior high education from Shi Guang High School ( ) in Shishi city, Fujian Province, China in July 1984. Mr. Cai is an entrepreneur and renowned investor in the Internet and technology industry in China. In August 2004, Mr. Cai established 265.com Inc. ( ), a company that provides site navigation services. He was the chairman of 265.com Inc. from August 2004 to 2008, responsible for the company s overall strategic development. 265.com Inc. was sold to Google in 2007. Since then, Mr. Cai has become an influential figure in the Internet start-up community in China. Mr. Cai has invested in various technology start-ups in the PRC, including Baofeng Group Co., Ltd. (Shenzhen Stock Exchange Stock Code: 300431), 58.com Inc., (NYSE: WUBA) and Feiyu Technology International Company Ltd. (Hong Kong Stock Exchange Stock Code: 1022). Mr. Cai is also the founder and chairman of Longling Capital Co., Ltd. From January 2009 to October 2013, Mr. Cai was the chairman of 4399 Network Co., Ltd. ( ), a software enterprise that provides Internet gaming applications and information services, and was responsible for the company s overall strategic development plan. He was also appointed as a part-time professor at the School of Management, Xiamen University in September 2015. From May 2011 to November 2015, Mr. Cai served as a director of 58.com Inc. Mr. Cai currently holds directorships in Xiamen Fei Bo Network Technology Co., Ltd. ( ) (National Equities Exchange and Quotations Stock Code: 834617) since June 2015 and TTG Fintech Limited (Australian Securities Exchange Ticker: TUP) since September 2012. Mr. Wu Zeyuan (also known as Mr. Wu Xinhong ), aged 35, is a founder, executive and the Chief Executive Officer of our Group. Mr. Wu is responsible for the overall management of the Company. Mr. Wu is also a director of Meitu Investment, Meitu HK, Meipai Global, Meitu Mobile, Meitu Networks and Meitu Home. Mr. Wu has been involved in the Internet industry in China since 2000. Mr. Wu received his high school diploma from Quanzhou No. 1 High School in the PRC in July 2001. From September 2000 onwards, Mr. Wu was involved in running domain-name registration businesses. Mr. Wu began developing and researching photo-editing software in 2008. Mr. Wu has created and launched one popular product after another, from 520.com to Martian Translator ( ), a software program for converting ordinary language into netspeak consisting of unconventional Chinese characters. During the past three years, Mr. Wu was not a director of any listed companies. Mr. Wu has been a director of Quanzhou Haoyi Computer Networks Company, a limited liability company established in the PRC on August 14, 2001, since its establishment. Because the company had not been in operation since September 2006, no annual inspection was carried out as required under PRC laws, resulting in its business license being revoked on September 12, 2006. Mr. Wu confirmed that he is not aware of any actual or potential claim that has been or will be made against him as a result of the revocation. The company is currently undergoing the process of de-registration. Non-executive s Dr. Guo Yihong, aged 52, is a non-executive and a member of the Audit Committee of our Company. Dr. Guo received his bachelor s degree in applied chemistry from the Shanghai Jiaotong University ( ) in July 1985, Ph.D. from the University of Massachusetts at Amherst in February 1991, and a master s degree in business administration from Columbia Business School in May 1997. In 1999, Dr. Guo was employed at Soros Fund Management LLC. Since 2006, Dr. Guo has been a partner at IDG Capital Investment Consultancy (Beijing) Co., Ltd. (IDG ). Dr. Guo has been a director of 213
Internet platform and app development and operating companies, such as Xiamen Gigabit Network Technology Co., Ltd. ( ), Next Games Oy, Cassia Networks Inc. and Ripple Labs, Inc. Dr. Guo has been a board observer of Farfetch.com Limited since April 2016. Since August 2014, Dr. Guo has been a director of China Quanjude (Group) Co., Ltd ( ) (Shenzhen Stock Exchange Stock Code: 002186), a restaurant services group. Dr. Guo is a partner of IDG-Accel China Growth Fund III L.P., one of our Pre-IPO Investors and a shareholder of our Company. Dr. Lee Kai-Fu, aged 55, was appointed as a non-executive in August 2016 and is a member of the Remuneration Committee. Dr. Lee received his bachelor of arts degree and Ph.D. in computer science from Columbia University in May 1983 and Carnegie Mellon University in May 1988, respectively. From 1988 to 1990, Dr. Lee worked at Carnegie Mellon University, where he served as an assistant professor. Between July 1990 and April 1996, Dr. Lee worked at Apple Inc. (NASDAQ: AAPL), serving his last position as vice-president from December 1995. From July 1998 to July 2005, Dr. Lee was the vice president at Microsoft Corporation (NASDAQ: MSFT), a software products and services company, where he played a key role in establishing the Microsoft research division. From July 2005 to September 2009, Dr. Lee was the president of Google China at Google Inc. (NASDAQ: GOOGL), where he helped establish Google s operations in the market and oversaw its growth. He was responsible for launching the Google China R&D Center. Dr. Lee has been an independent non-executive director of Shangri-La Asia Limited (Hong Kong Stock Exchange Stock Code: 0069) since November 18, 2015 and Hon Hai Precision Industry Co., Ltd. (Taiwan Stock Exchange Stock Code: 2317) since July 2016. Dr. Lee has served as chairman and chief executive officer of Innovation Works Limited, a venture capital firm, since 2009. Dr. Lee has been the chairman of Innovation Works (Beijing) Enterprise Management Co., Ltd. (National Equities Exchange and Quotations Stock Code: 835966), a venture capital firm, since September 2015 and independent non-executive director of LightInTheBox Holding Co., Ltd, a NYSE-listed company (NYSE: LITB) since June 5, 2013. Dr. Lee is a co-founder and the managing partner of Innovation Works Development Fund L.P., one of our Pre-IPO Investors and a shareholder of our Company. s Mr. Gan JP, aged 45, has served as a since January 2014. Mr. Gan obtained his master of business administration from the University of Chicago Graduate School of Business in June 1999. From July 2005 to December 2006, Mr. Gan was the chief financial officer of KongZhong Corporation (NASDAQ: KZ), a wireless Internet company. Mr. Gan has been a managing partner of Qiming Weichuang Venture Capital Management (Shanghai) Co., Ltd. since January 2007. Mr. Gan has been an independent director of Ctrip.com International, Ltd., (NASDAQ: CTRP) since 2002. Mr. Gan will resign and cease to be a upon Listing. Mr. Tan Hainan, aged 38, has served as a since May 2014. Mr. Tan obtained a concurrent bachelor of arts, and master of arts from Northwestern University, Illinois in June 2004. From August 2004 to July 2006, Mr. Tan was an associate consultant at Bain & Company, Inc. responsible for providing consultancy services. From August 2006 to August 2007, he was an associate in Crimson Investment SV, LLC responsible for reviewing investment opportunities and working with portfolio companies, etc. From August 2007 to May 2011, Mr. Tan served as vice president of Summit Partners and became the director of business development in China from May 2011 where he led the firm s Asia-Pacific practice and was responsible for managing transactions in the region. From January 2008 to March 2011, Mr. Tan served as the non-executive director of Announce Media, a company providing Internet services. Mr. Tan worked for TA Associates Asia 214
Pacific Limited, Menlo Park, California office from May 2011 as a director of the China region before relocating to Hong Kong in March 2012 to focus on investments in growth companies in the PRC. From June 2012 to October 2014, Mr. Tan served as non-executive director of Forgame. Mr. Tan will resign and cease to be a upon Listing. Independent non-executive s Mr. Ko Chun Shun Johnson, aged 65, has been appointed as an independent non-executive of our Company, chairman of the Remuneration Committee and a member of the Audit Committee of our Company with effect from Listing. From December 2006 to June 19, 2015, he served as an executive director of Concord New Energy Group Limited (Hong Kong Stock Exchange Stock Code: 0182). He served as an executive director of Sheng Yuan Holdings Limited (Hong Kong Stock Exchange Stock Code: 0851) from 2007 to June 4, 2009. He served as an executive director of Huayi Tencent Entertainment Company Limited (Hong Kong Stock Exchange Stock Code: 0419) from June 2002 to January 2008. Over the past three years, Mr. Ko has held directorships in the following listed companies: Š Varitronix International Limited (Hong Kong Stock Exchange Stock Code: 0710) as an executive director from June 2005 to April 2016 Š Š Š Š KuangChi Science Limited (Hong Kong Stock Exchange Stock Code: 0439) as an executive director since August 2014 ReOrient Group Limited (Hong Kong Stock Exchange Stock Code: 0376) as an executive director from August 2011 to April 2016 and as non-executive director since April 2016 Frontier Services Group Limited (Hong Kong Stock Exchange Stock Code: 0500) as an executive director since February 1999; and Concord New Energy Group Limited (Hong Kong Stock Exchange Stock Code: 0182) as an executive director from December 2006 to June 2015. Mr. Zhou Hao, aged 40, has been appointed as an independent non-executive of our Company, chairman of the Audit Committee and member of the Nomination Committee of our Company with effect from Listing. Mr. Zhou is our with appropriate professional accounting or related financial management expertise for the purpose of Rule 3.10(2) of the Listing Rules through his experience listed below. Mr. Zhou received his bachelor s degree from Shanghai International Studies University ( ) in July 1998. Mr. Zhou joined General Electric (China) Co., Ltd. in January 2007 as a financial manager. From May 2009 to September 2010, Mr. Zhou was the vice president of finance and the chief financial officer at Wuxi PharmaTech (Cayman) Inc., (NYSE: WX). In September 2010, Mr. Zhou joined CITIC Pharmaceutical Co Ltd. ( ), a pharmaceutical service provider that supplies medicine and related consumables to hospitals as chief financial officer. Since May 2011, Mr. Zhou has served as the chief financial officer of 58.com Inc., (NYSE: WUBA), a company that operates online marketplace serving local merchants and consumers in China. Ms. Lo Po Man, aged 37, has been appointed as an independent non-executive and a member of the Remuneration and Nomination Committee of our Company with effect from Listing. Ms. Lo received her bachelor of arts degree from Duke University in September 1999. Since 2013, Ms. Lo has been the managing director and vice chairman of Regal Hotels International Holdings Ltd. (Hong Kong Stock Exchange Stock Code: 078) responsible for sales and marketing. Ms. Lo has been an executive director and vice chairman of Century City International Holdings Ltd. (Hong Kong Stock Exchange Stock Code: 0355) since January 2007, responsible for the business development of the Century City Group and Cosmopolitan International Holdings Ltd. (Hong Kong Stock Exchange Stock Code: 0120) since December 2013. Ms. Lo has been an executive director of Paliburg Holdings Ltd. (Hong Kong Stock Exchange Stock Code: 0617) since January 2007. Ms. Lo is the founder of Bodhi and Friends and the chief executive officer and founder of Century Innovative Technology Ltd., a family education entertainment content provider in China. 215
Ms. Lo is the first person to receive both the Hong Kong Outstanding Student and the Ten Outstanding Young Persons Awards. In 2015, Ms. Lo was the recipient of the Business for Peace Award by the Oslo Business for Peace Foundation in Norway. Ms. Lo currently acts as director of the following companies: Š Century City International Holdings Limited (Hong Kong Stock Exchange Stock Code: 0355) Š Paliburg Holdings Ltd (Hong Kong Stock Exchange Stock Code: 0617) Š Cosmopolitan International Holdings Limited (Hong Kong Stock Exchange Stock Code: 0120) Š Regal Hotels International Holdings Limited (Hong Kong Stock Exchange Stock Code: 078) Š Regal Real Estate Investment Trust (Hong Kong Stock Exchange Stock Code: 1881) Saved as disclosed herein (and their respective interests or short positions (if any) as set out in the section headed Appendix IV Statutory and General Information Further Information About the s, Management, Staff, Substantial Shareholders and Experts, 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. SENIOR MANAGEMENT The senior management team of our Group, in addition to the s listed above, is comprised of the following: Name Age Position Roles and responsibilities Date of joining our Group Mr. Ngan King Leung Gary... 33 Chief Financial Officer and joint company secretary Mr. Zhang Wei... 30 Chief Technology Officer Ms. Ruan Yongli... 31 Senior Vice President of Technology Mr. Chen Jie... 30 Senior Vice President of Product Development Ms. Zeng Zhiping... 38 Senior Vice President of Human Resources, Administration and Public Relations Mr. Fu Frank Kan... 47 Managing of International Business Mr. Zhang Jun... 30 Senior Vice President of e-commerce Business Overall financial strategy, investor relations and company secretarial matters Company s research and technology Development of web infrastructure and data analytics Management and design for Internet products Human resources and administration Management of international business Management of e- commerce business June 2015 March 2008 April 2006 April 2009 August 2011 January 2016 June 2016 216
Mr. Ngan King Leung Gary, aged 33, is our Chief Financial Officer and joined our Group in June 2015. Mr. Ngan is primarily responsible for the overall financial strategy, investor relations and company secretarial matters of the Group. Between May 2012 and June 2015, Mr. Ngan held the positions of chief operating officer and chief financial officer at Forgame, a mobile games and web game company listed on the Stock Exchange. Prior to that, he was the director and head of Hong Kong and China Internet research at UBS AG, where he worked from July 2006 to April 2012. Mr. Ngan received his bachelor of science in economics from the Wharton School, University of Pennsylvania in 2006. He has been a CFA Charterholder since 2010. Mr. Ngan was also the joint company secretary of Forgame from February 2013 to November 2014. Over the past three years, Mr. Ngan has not been a director of any listed companies. Mr. Zhang Wei, aged 30, is our Chief Technology Officer and joined our Group in March 2008. Mr. Zhang is primarily responsible for our research and technology. Mr. Zhang received his bachelor of engineering in computer science and technology from the Wuhan University of Science and Technology in June 2008. Over the past three years, Mr. Zhang has not been a director of any listed companies. Ms. Ruan Yongli, aged 31, is our Senior Vice President of Technology and joined our Group in April 2006. Ms. Ruan is primarily responsible for the development of web infrastructure and data analytics for the Company. Ms. Ruan received her bachelor of science in computer science and technology from Minnan Normal University (formerly known as Zhang Zhou Normal School ) in the PRC in July 2006. Over the past three years, Ms. Ruan has not been a director of any listed companies. Mr. Chen Jie, aged 30, is our Senior Vice President of Product Development. Mr. Chen joined our Group in April 2009 and is primarily responsible for the management and design of our software products. Mr. Chen received his specialist degree in graphics design from Putian University in the PRC in July 2008. In August 2014, Mr. Chen was appointed as an executive director of Meitu Technology. Over the past three years, Mr. Chen has not been a director of any listed companies. Ms. Zeng Zhiping, aged 38, is our Senior Vice President of Human Resources, Administration and Public Relations and joined our Group in August 2011. Ms. Zeng received her bachelor of science in management information systems and science from Huaqiao University, Fujian in July 2001. From April 2002 to August 2011, Ms. Zeng was the human resource director at Lenovo Mobile Communication Technology Ltd., a wholly-owned subsidiary of Lenovo Group Limited ( ) (Hong Kong Stock Exchange Stock Code: 0992), a Chinese multinational technology company. Over the past three years, Ms. Zeng has not been a director of any listed companies. Mr. Fu Frank Kan, aged 47, is our Managing of International Business and joined our Group in January 2016. Mr. Fu received his bachelor of science degree in business administration from Midland University (formerly known as Midland Lutheran College), Nebraska in July 1992 and his master s in business administration from San Jose State University, California in May 1999. From July 2013 to January 2016, Mr. Fu was the executive vice president of global operation for Kingsoft Office Beijing Headquarters and president of Kingsoft Office Software, Inc., a software development company where he was responsible for Kingsoft headquarters global operations. Over the past three years, Mr. Fu has not been a director of any listed companies. Mr. Zhang Jun, aged 30, is our Senior Vice President of e-commerce Business and joined our Group in June 2016. From September 2002 to June 2005, Mr. Zhang studied at the Chayou Houqi first secondary school ( ). From 2011 to 2014, Mr. Zhang was the national general manager of Shanghai MediaV Advertising Co., Ltd., a subsidiary of Leo Group Co., Ltd., an advertising and brand consultancy company. From October 2014 to May 2016, Mr. Zhang was the general manager for group business operations of NetEase (Hangzhou) Network Co., Ltd., a subsidiary of NetEase, Inc. (NASDAQ: NTES), a Chinese Internet technology company providing online services centered on content, community, communications and commerce. Over the past three years, Mr. Zhang has not been a director of any listed companies. 217
JOINT COMPANY SECRETARY Mr. Ngan and Ms. Lee Ka Man of Fair Wind Secretarial Services Limited were both appointed as the joint company secretaries of our Company on August 2, 2016. See disclosure in s and Senior Management Senior Management for the biography of Mr. Ngan. Ms. Lee Ka Man, aged 43, is an associate member of both The Institute of Chartered Secretaries & Administrators in the United Kingdom and The Hong Kong Institute of Chartered Secretaries. Ms. Lee obtained a bachelor s degree in business administration from The Open University of Hong Kong in June 2002. She obtained a master s degree in business administration from The Open University of Hong Kong in December 2004. Ms. Lee joined Fair Wind Secretarial Services Limited in August 1999. She has more than 15 years of experience in the field of company secretarial services and has been the company secretary of Advanced Card Systems Holdings Limited (Hong Kong Stock Exchange Stock Code: 2086) since August 17, 2009, a smart card development company listed on the Stock Exchange. COMMITTEES UNDER THE BOARD OF DIRECTORS 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 and Corporate Governance Report as set out in Appendix 14 to the Listing Rules. The primary duties of the audit committee are to review and supervise the financial reporting process and internal controls system (including risk management) of the Group, review and approve connected transactions and provide advice and comments to the board of s. The audit committee consists of three members, namely Mr. Zhou Hao, Mr. Ko Chun Shun Johnson and Dr. Guo Yihong. Mr. Zhou Hao has been appointed as the chairman of the audit committee and is our independent non-executive 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 and Corporate Governance Report as set out in Appendix 14 to the Listing Rules. 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 s and other senior management. The remuneration committee consists of three members, namely Mr. Ko Chun Shun Johnson, Dr. Lee Kai-Fu and Ms. Lo Po Man. Mr. Ko Chun Shun Johnson has been appointed as the chairman of the remuneration committee. Nomination Committee We have established a nomination committee with written terms of reference in compliance with the Code on Corporate Governance and Corporate Governance Report in Appendix 14 to the Listing Rules. The primary duties of the nomination committee are to make recommendations to our Board on the appointment of s and management of Board succession. The nomination committee consists of three members, namely Mr. Cai, Mr. Zhou Hao and Ms. Lo Po Man. Mr. Cai has been appointed as the chairman of the nomination committee. MANAGEMENT PRESENCE According to Rule 8.12 of the Listing Rules, we must have sufficient management presence in Hong Kong. This normally means that at least two of our executive s must be ordinarily resident in Hong Kong. Since the principal business operations of our Group are conducted in the PRC, members of our senior management (other than Mr. Ngan, one of the joint company secretaries of our Company, who is ordinarily 218
resident in Hong Kong) are, and are expected to continue to be, based in the PRC. Further, as our executive s have a vital role in our Group s operations and it is crucial for them to remain in close proximity to our Group s central management located in the PRC. Our Company does not and, for the foreseeable future, will not have a sufficient management presence in Hong Kong. We have applied for, and the Stock Exchange has granted, a waiver from compliance with Rule 8.12 of the Listing Rules. For further details, please see section headed Waivers from Strict Compliance with the Listing Rules and the Companies (Winding Up and Miscellaneous Provisions) Ordinance in this prospectus. DIRECTORS REMUNERATION Our s and senior management receive remuneration, including salaries, allowances and benefits in kind, including our contribution to the pension plan on their behalf. The aggregate amount of remuneration (including basic salaries, housing allowances, other allowances and benefits in kind, contributions to pension plans and discretionary bonuses) for the five highest paid individuals for the years ended December 31, 2013, 2014 and 2015, and the six months ended June 30, 2016 was approximately RMB 1,979,000, RMB 2,462,000, RMB 22,113,000 and RMB 15,948,000, respectively. The aggregate amount of remuneration (including basic salaries, housing allowances, other allowances and benefits in kind, contributions to pension plans and discretionary bonuses) for our s for the years ended December 31, 2013, 2014 and 2015, and the six months ended June 30, 2016 was approximately RMB305,000, RMB777,000, RMB1,234,000 and RMB548,000, respectively. None of our s waived any remuneration during the aforesaid periods. Save as disclosed above, no other payments have been paid or are payable, in respect of the years ended December 31, 2013, 2014 and 2015, and the six months ended June 30, 2016 by our Company to our s or senior management. No remuneration was paid to our s 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 s 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 s waived any emoluments during the same period. COMPLIANCE ADVISOR We have appointed Guotai Junan Capital Limited as our Compliance Advisor pursuant to Rule 3A.19 of the Listing Rules. The Compliance Advisor 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 Compliance Advisor 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 proceeds of the Global Offering in a manner different from that detailed in this prospectus or where the business activities, development or results of our Group deviate from any forecast, estimate or other information in this prospectus; and (d) where the Stock Exchange makes an inquiry to the Company regarding unusual movements in the price or trading volume of its listed securities or any other matters in accordance with Rule 13.10 of the Listing Rules. The term of appointment of the Compliance Advisor shall commence on the Listing Date and is expected to end on the date on which we comply with Rule 13.46 of the Listing Rules in respect of our financial results for the first full financial year commencing after the Listing Date. 219