Corporate Governance

Memorandum and Articles of Association

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Procedures for Shareholders to Propose a Person for Election as Director

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List of Directors and their Roles and Functions

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Audit Committee

The Company established an audit committee with written terms of reference in compliance with the Corporate Governance Code and Corporate Governance Report as set out in Appendix 14 to the Listing Rules. The Audit Committee consists of three members, namely Mr. Cheung Ngai Lam, Mr. Choi Hon Keung Simon and Mr. YOU Caizhen, the Company's independent non-executive Directors. Mr. Cheung Ngai Lam has been appointed as the chairman of the Audit Committee, and is the Company's independent non-executive Director with the appropriate professional qualifications. The primary duties of the Audit Committee are to review and supervise the financial reporting process and internal control system of the Group, oversee the audit process and perform other duties and responsibilities as assigned by our Board.
Terms of Reference

Remuneration Committee

The Company established a remuneration committee with written terms of reference in compliance with the Corporate Governance Code and Corporate Governance Report as set out in Appendix 14 to the Listing Rules. The Remuneration Committee has three members, comprising three independent non-executive Directors, namely Mr. Cheung Ngai Lam, Mr. Choi Hon Keung Simon and Mr. YOU Caizhen. Mr. Cheung Ngai Lam, the Company independent non-executive Director, has been appointed as the chairman of the Remuneration Committee. The primary duties of the Remuneration Committee are to establish and review the policy and structure of the remuneration for the Directors and senior management and make recommendations on employee benefit arrangement.
Terms of Reference

Nomination Committee

The Company established a nomination committee with written terms of reference in compliance with the Corporate Governance Code and Corporate Governance Report as set out in Appendix 14 to the Listing Rules. The Nomination Committee consists of two independent non-executive Directors, being Mr. Choi Hon Keung Simon and Mr. YOU Caizhen and one executive Director, being Mr. Zhang. Mr. Zhang has been appointed as the chairman of the Nomination Committee. The primary duties of the Nomination Committee are to make recommendations to our Board on the appointment and removal of Directors of the Company.
Terms of Reference

Material Contracts


1. Restated and amended exclusive business consulting and service agreement

2. Restated and amended business operating agreement and its supplemental agreement

3. Exclusive option agreement and its supplemental agreement

4. Restated and amended equity pledge agreement

5. Intellectual properties license agreement

6. Loan agreement and its supplemental agreement

For the summary of the above material contracts, please refer to material contracts (f) to (k) as disclosed on pages IV-8 and IV-9 of the prospectus.