DIRECTORS Our Board consists of nine s, including three executive s, three non-executive s and three independent non-executive s, namely: Date of Roles and Date of joining the appointment Name Age Position responsibilities Group as Ms. SUN Chang 50 Executive Overall strategic 11 March 2005 7 February 2018 ( )..., planning, overall Chief executive management and officer business direction Mr. YIN Qiang 44 Executive Overseeing financial 21 January 2016 23 May 2018 ( )..., operations and daily Chief financial management officer Mr. PAN Xin 41 Executive Overseeing operational 27 November 2006 23 May 2018 ( )..., development and daily Chief operating management officer Mr. YU Minhong 55 Non-executive Providing professional 6 May 2015 23 May 2018 ( )..., advice to the Board Chairman Mr. WU Qiang 45 Non-executive Providing professional 11 April 2018 23 May 2018 ( )... advice to the Board Ms. LEUNG Yu Hua 35 Non-executive Providing professional 13 July 2018 13 July 2018 Catherine advice to the Board ( )... Mr. CHI Yufeng 46 Independent Providing independent N/A Date of this ( )... non-executive opinion and judgement document to the Board Mr. TONG Sui Bau 47 Independent Providing independent N/A Date of this ( )... non-executive opinion and judgement document to the Board Mr. KWONG Wai Sun 52 Independent Providing independent N/A Date of this Wilson ( )... non-executive opinion and judgement document to the Board 285
Save as may be disclosed below, none of our s and members of senior management are related to other s or members of senior management. Executive s SUN Chang( ) Ms. Sun, aged 50, is an executive, our Company s chief executive officer and member of remuneration committee. Ms. Sun is also a director and chief executive officer of Beijing Xuncheng (since April 2015), Kuxue Huisi (since January 2013), Dongfang Youbo (since June 2016), Xuncheng HK (since March 2018) and Beijing Dexin (since March 2018). Ms. Sun received her bachelor s degree in pre-school education from Beijing Normal University ( ), China, in July 1990 and her master s degree in business administration from Renmin University of China ( ), China, in July 1999. Aside from our Group, Ms. Sun was the assistant vice-president (from 2012 to 2016) and vice-president of New Oriental China (since 2016). Ms. Sun was the general manager of the investment division at China Netcom Group Corporation Limited (now China United Network Communications Group Co., Ltd. ( ), or China Unicom ( ), from 2000 to 2004), marketing manager at Microsoft (China) Co., Ltd. ( Microsoft China, ( ) ) (from 1997 to 2000). During the last three years, Ms. Sun did not, and currently does not, hold any directorships in any other YIN Qiang ( ) Mr. Yin, aged 44, is an executive, our Company s chief financial officer. He is also a director and chief financial officer of Beijing Xuncheng (since 2016). Mr Yin received his bachelor s degree in economics from Capital University of Economics and Business ( ), China, in July 1996 and his master s degree in business management at Peking University, China, in July 2008. Mr. Yin is also a PRC accredited accountant (since October 2001). Aside from our Group, Mr. Yin was the financial controller and assistant vicepresident of New Oriental China from June 2005 to May 2016, and senior accountant at PricewaterhouseCoopers (from 1996 to 2001). During the last three years, Mr. Yin did not, and currently does not, hold any directorships in any other PAN Xin ( ) Mr. Pan, aged 41, is an executive, our Company s chief operating officer. Mr. Pan is also a director and chief operating officer of Beijing Xuncheng (since 2016). Prior to this, Mr. Pan was the director of operations (from November 2006 to July 2012) and vice-president of Beijing Xuncheng (from July 2012 to February 2016), and is currently the chief operating officer of Beijing Xuncheng (since 2016). 286
Mr. Pan received his bachelor s degree in engineering from Beihang University ( ), China, in July 1998. Aside from our Group, Mr. Pan was the director of web operations at Analysys International Ltd. ( ) (from December 2005 to May 2006), president of Beijing BaiAo Public Relations Consultancy Co., Ltd. (, formerly known as Beijing Jiali Zhilian Marketing Management Co., Ltd. )) (from March 2004 to December 2005), and head client services supervisor at Ogilvy & Mather ( ) (from July 2002 to October 2003). During the last three years, Mr. Pan did not, and currently does not, hold any directorships in any other Non-executive s YU Minhong ( ) Mr. Yu, aged 55, is a non-executive, chairman of the nomination committee, and Chairman of our Board. Mr. Yu is also chairman and director of Beijing Xuncheng (since May 2015) and certain companies in the Retained New Oriental Group, including Leci Internet Technology (Beijing) Company Limited. Mr. Yu received his bachelor s degree in English from Peking University, China in July 1985. Mr. Yu is the founder and currently the executive chairman of the board of directors of New Oriental (since 2001) and independent director of Sunlands Online Education Group, a company whose American depository shares are listed on the NYSE under the symbol STG (since August 2017). Mr. Yu was the chief executive officer of New Oriental (from 2001 to September 2016). Save as disclosed, during the last three years, Mr. Yu did not, and currently does not, hold any directorships in any other WU Qiang ( ) Mr. Wu, aged 45, is a non-executive, director of Leci Internet and member of the audit committee. Mr. Wu received his master s degree in engineering from the Institute of Automation at the Chinese Academy of Sciences ( ), China in July 1997. Aside from our Group, Mr. Wu is the vice-president of New Oriental China (since 2016) and was principal of Beijing New Oriental School ( ) (from May 2014 to April 2018). Prior to this, Mr. Wu was the vice-principal of Beijing New Oriental School (from 2013 to 2014) and director of research and development (from 2005 to 2007) at New Oriental China, vice-principal of other New Oriental schools in Qingdao and Chengdu (from 2008 to 2012) and president at Beijing Mingri Dongfang Technology Co., Ltd. ( ) (from 2000 to 2005). During the last three years, Mr. Wu did not, and currently does not, hold any directorships in any other 287
LEUNG Yu Hua Catherine ( ) Ms. Leung, aged 35, is a non-executive. Ms. Leung received her bachelor of science in economics (concentration in finance) from the Wharton School of the University of Pennsylvania (June 2004). Ms. Leung is currently the vice-general manager of the strategy development department at Sixjoy Hong Kong Limited, a subsidiary of Tencent (since December 2013), and served as a senior research analyst at Arete Research Services L.L.P. (from November 2012 to June 2013) and an executive director in the investment research division at Goldman Sachs (Asia) L.L.C. (from August 2010 to November 2012). During the last three years, Ms. Leung did not, and currently does not, hold any directorships in any other Independent Non-executive s CHI Yufeng ( ) Mr. Chi, aged 46, is an independent non-executive, chairman of the remuneration committee, and member of the Nomination Committee. Mr Chi received his bachelor s degree in chemistry, from Tsinghua University, China, in June 1994, and a degree in Executive Master of Business Administration from China Europe International Business School, China, in November 2004. Aside from our Group, Mr. Chi is the founder and chairman of the board of directors of Perfect World Co., Ltd. ( ) (since March 2015), a company listed on the Shenzhen Stock Exchange (Ticker: 002624) and holds directorships in its subsidiaries, including Perfect World Games ( ) (since August 2015), a company formerly listed on NASDAQ under the symbol PWRD (listed from July 2007 to July 2015). Mr. Chi is also the founder and chairman of the board of directors of Hongen Education and Technology Co., Ltd. ( ) (since November 1996). Save as disclosed, during the last three years, Mr. Chi did not, and currently does not, hold any directorships in any other TONG Sui Bau ( ) Mr. Tong, aged 47, is an independent non-executive, chairman of the audit committee, and member of the remuneration and nomination committees. He is also an independent non-executive director of Beijing Xuncheng (since 2016). Mr. Tong received his bachelor s degree in accounting, with an additional concentration in computer science from the University of Wisconsin, Madison, U.S., in May 1993. Mr. Tong was previously a member of the American Institute of Certified Professional Accountants (AICPA) (from 1995 to 2009) and Chartered Financial Analyst (from 1999 to 2009). Mr. Tong is a director (since 1999) of, is currently a non-executive director of (since 2009) and was previously an executive director (from 2003 to 2009) and co-chief operating officer (from 2004 to 2009) of, NetEase Inc., a company listed on NASDAQ under the symbol NTES. 288
Save as disclosed, during the last three years, Mr. Tong did not, and currently does not, hold any directorships in any other KWONG Wai Sun Wilson ( ) Mr. Kwong, aged 52, is an independent non-executive and member of the audit committee. He has appropriate professional accounting or related financial management experience for the purpose of Rule 3.10(2) of the Listing Rules through his experiences below. Mr. Kwong is an associate member of the Institute of Chartered Accountants in England and Wales and the Hong Kong Institute of Chartered Secretaries. Mr. Kwong received his bachelor of arts degree from the University of Cambridge, United Kingdom, in June 1987. Mr. Kwong is an executive of China Metal Recourses Utilisation Limited, a company listed on the Stock Exchange (stock code: 1636) (since August 2013). Mr. Kwong also acts as an independent non-executive director for Shunfeng International Clean Energy Limited, a company listed on the Stock Exchange (stock code: 1165) (since July 2014), C.banner International Holdings Limited, a company listed on the Stock Exchange (stock code: 1028) (since August 2011), China Outfitters Holdings Limited, a company listed on the Stock Exchange (stock code: 1146) (since June 2011), and China New Higher Education Group Limited, a company listed on the Stock Exchange (stock code: 2001) (since March 2017). Mr. Kwong was the president of Gushan Environmental Energy Limited, a company listed on the NYSE under the symbol GU (from December 2007 to October 2012). Prior to this, he was a managing director in the investment banking division and the head of Hong Kong and China equity capital markets at CLSA Equity Capital Markets Limited (from March 2004 to July 2006). Mr. Kwong was a director (from 2002 to 2003), and the general manager of the corporate finance division (from 1997 to 2003) for Cazenove Asia Limited. Save as disclosed, during the last three years, Mr. Kwong did not, and currently does not, hold any directorships in any other Both Mr. Tong and Mr. Kwong have appropriate professional accounting or related financial management experience for the purpose of Rule 3.10(2) of the Listing Rules. SENIOR MANAGEMENT The following table provides information about the remaining member of our senior management (besides our executive s): Name Age Position Roles and Responsibilities Date of joining the Group ZENG Ming ( )... 54 Chief technology officer Overseeing the strategical development and management of technology and data platforms, IT operations and internet products 6 February 2012 289
ZENG Ming ( ) ( Mr. Zeng ) Mr. Zeng, aged 54, is the chief technology officer of our Company. He is also the technology director and chief technology officer of Beijing Xuncheng (since 2012). Mr. Zeng received his bachelor s and master s degrees in aerodynamics from Beihang University, China in July 1985 and May 1988, respectively. During the last three years, Mr. Zeng did not, and currently does not hold any directors in any other Aside from our Group, Mr. Zeng was the Northern China technology manager, senior product engineering manager, senior solutions manager and strategic development director of Greater China Region Enterprise Services at Microsoft China (from 2001 to 2010), Southern China technology manager at Microsoft China (from 1997 to 2000) and teaching assistant, lecturer and associate professor at Beihang University (from April 1988 to June 1997). COMPANY SECRETARY CHEUNG Kai Cheong Willie ( ) ( Mr. Cheung ) Mr. Cheung, aged 43, is a company secretarial manager of SWCS Corporate Services Group (Hong Kong) Limited, a provider of a wide range of corporate services, and the company secretary of our Company. He is a member of the Hong Kong Institute of Certified Public Accountants (since January 2009) and a fellow member of the Association of Chartered Certified Accountants (since October 2008). Mr. Cheung received his bachelor s degree in arts (with honours), majoring in accounting and finance from University of Glamorgan, the United Kingdom, in June 1996. Mr. Cheung was the financial controller of Finet Holdings Limited (between April to June 2016), the assistant financial controller of Ocean Concept Holdings Limited (between December 2014 to February 2016) and the company secretary and finance manager of CMMB Vision Holdings Limited, a company listed on the Stock Exchange (stock code: 471) (from August 2008 to June 2014). MANAGEMENT AND CORPORATE GOVERNANCE 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 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 our Group, review and approve connected transactions and provide advice and comments to the Board. The audit committee consists of three members, namely Mr. Tong, Mr. Wu and Mr. Kwong. Mr. Tong has been appointed as the chairman of the Audit Committee and is our independent non-executive with the appropriate professional qualifications. 290
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. Chi, Mr. Tong and Ms. Sun. Mr. Chi 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. Yu, Mr. Tong and Mr. Chi. Mr. Yu has been appointed as the chairman of the nomination committee. Corporate Governance Code We aim to achieve high standards of corporate governance which are crucial to our development and safeguard the interests of our Shareholders. To accomplish this, we will comply with the Corporate Governance Code set out in Appendix 14 of the Listing Rules after [REDACTED]. 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 China, members of our senior management are, and are expected to continue to be, based in China. Further, as our executive s have a vital role in our Group s operations, it is crucial for them to remain in close proximity to our Group s central management located in China. 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. See Waivers and exemptions from strict compliance with the Listing Rules and the Companies (Winding Up and Miscellaneous Provisions) Ordinance Waiver in respect of management presence in Hong Kong. COMPLIANCE ADVISOR We have appointed China International Capital Corporation Hong Kong Securities Limited as our compliance adviser ( Compliance Adviser ) pursuant to Rule 3A.19 of the Listing Rules. The Compliance Adviser will provide us with guidance and advice as to compliance with requirements under the Listing Rules 291
and applicable Hong Kong laws. Pursuant to Rule 3A.23 of the Listing Rules, the Compliance Adviser 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] of the [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 our Company regarding unusual movements in the price or trading volume of its [REDACTED] securities or any other matters in accordance with Rule 13.10 of the Listing Rules. The term of appointment of the Compliance Adviser shall commence on the [REDACTED] 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 [REDACTED]. 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 our s in FY 2016, 2017 and 2018 was approximately RMB2,304,000, RMB2,869,000 and RMB4,204,000, 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 the five highest paid individuals in FY 2016, 2017 and 2018 was approximately RMB4,373,000, RMB4,255,000 and RMB6,319,000, respectively. Save as disclosed above, no other payments have been paid or are payable, in respect of the years ended in FY 2016, 2017 and 2018 by our Company to our s or senior management. See Statutory and general information Pre-[REDACTED] Share Option Scheme and Statutory and general information Post-[REDACTED] Share Option Scheme in Appendix IV for details regarding the incentive plan for, among others, employees, senior managers and directors of our Group. 292