List of Directors and Their Role and Function

LIST OF DIRECTORS AND THEIR ROLE AND FUNCTION.pdf

List of Directors and Their Role and Function

List of Directors and Their Role and Function

List of Directors and Their Role and Function.pdf

PROCEDURES FOR SHAREHOLDERS TO PROPOSE A PERSON FOR ELECTION AS A DIRECTOR

5. PROCEDURES FOR SHAREHOLDERS TO PROPOSE A PERSON FOR ELECTION AS A DIRECTOR.pdf

LIST OF DIRECTORS AND THEIR ROLE AND FUNCTION

1. LIST OF DIRECTORS AND THEIR ROLE AND FUNCTION.pdf

TERMS OF REFERENCE OF THE AUDIT COMMITTEE 

2. TERMS OF REFERENCE OF THE AUDIT COMMITTEE.pdf

TERMS OF REFERENCE OF THE NOMINATION COMMITTEE

3. TERMS OF REFERENCE OF THE NOMINATION COMMITTEE.pdf

TERMS OF REFERENCE OF THE REMUNERATION COMMITTEE

4. TERMS OF REFERENCE OF THE REMUNERATION COMMITTEE.pdf

The Board consists of seven Directors, including four executive Directors and three Independent Non-executive Directors. The Directors and the members of the senior management are involved in the day-to-day management of the Company. The following table sets forth certain information of our Directors:

(1)Mr. Feng Xing is the general manager of our Company. He is one of the members of our senior management.

Executive Directors

Ms.LiNa (李娜), aged 41, is one of our founders, an executive Director and the chairlady of our Board. Ms.Li is primarily responsible for overseeing the overall management, strategic planning and business development of our Group. She was redesignated as an executive Director on 29 April2019.Ms.Li is also the chairlady of the nomination committee.

Ms.Li has over 18 years of experience in the advertising industry. Prior to joining our Group in  April 2003, she worked as a deputy director in Jinjuan Advertisement Technology Co., Ltd* (金鵑傳媒科技股份有限公司), a company principally engaged in the advertising and media business, from April 2000 to November 2003, where she was responsible for marketing matters and after-sales services. From June 2004 to October 2018, Ms. Li was the legal representative of Beijing Ruicheng. From June 2004 to February 2016, Ms. Li was the excutive director of Beijing Ruicheng. From February 2010 to February 2016, she was also the general manager of Beijing Ruicheng. From March 2016 to October 2018, Ms. Li was the chairlady of the board of directors of Beijing Ruicheng. Ms. Li was responsible for the overall management of Beijing Ruicheng. Ms. Li graduated from the Ecole Nationale des Ponts et Chausse´es with an executive master’s degree of business administration (specialising in aeronautics and aviation management) which was co-organised by Tsinghua University, in October 2018.

Ms.Li was awarded the "Ten Best and Most Influential Female Advertising Person in China 2009–2010" * (2009–2010年度中國最具影響力十佳女性廣告人) jointly granted by the MBA School of Communication University of China* (中國傳媒大學MBA學院) and the Advertising Magazine Office* (《廣告導報》雜誌社) in 2010 and the "China Advertising Golden Vision Awards: New Ten Years Leaders in China's Marketing" * (中國廣告主金遠獎新十年中國營銷傳播領軍人物大獎) granted by the Market Observation Magazine Office*(市場觀察雜誌社) in 2011.

Ms.Li was the executive partner of the partnership below at the time of its dissolution. As confirmed by Ms. Li, the partnership was solvent at the time of dissolution and to her best knowledge, the dissolution of the company has not resulted in any actual or potential liability or obligation being imposed against her:

Mr. Feng Xing ( 馮 興 ), aged 41, is an executive Director. Mr. Feng is primarily responsible for the day-to-day planning, management and implementation of our business strategies. He was redesignated as an executive Director on 29 April 2019.

Mr. Feng has over 18 years of experience in the advertising industry. Prior to joining our Group in August 2004, he worked in Hefei Television* (合肥市廣播電視台) as a reporter from August 2000 to August 2002, where he was responsible for the production ofmedical programmes. He then worked as a sales representative in the business department in Jinjuan Advertisement Technology Co., Ltd* (金鵑傳媒科技股份有限公司), a company principally engaged in the advertising and media business, from August 2002 to July 2004,where he was responsible for marketing matters. Mr. Feng then worked as the deputy general manager of Beijing Ruicheng from August 2004 to February 2016, where he was responsible for the overall management of the business department. Since March 2016, he has been the general manager of Beijng Ruicheng, where he was responsible for implementation of the Company's business strategies. He was also the director of Beijing Ruicheng from March 2016 to October 2018, where he was responsible for the implementation of the company's operating strategies. Mr.Feng graduated from theCheung Kong School of Business* ( 長江商學院 ) in the PRC with an executive master's degree in business administration in September 2018.

Mr. Feng also holds the following positions in the members of our Group:

Mr.Feng was awarded, among others, the Jinwang Annual Internet Marketing Individuals in the PRC* (金網年度互聯網營銷人物) in 2015 granted by the Internet Marketing Commissions Committee* (網絡營銷工作委員會) and the title of "Contemporary China Outstanding ADMAN" * (ADMAN 中國當代傑出廣告人) granted by the Adman Culture Group and Worldwide Media Industry Association in 2017.

Mr.Feng was the director of the company below at the time of its dissolution. As confirmed by Mr. Feng, the company was solvent at the time of dissolution and to his best knowledge, the dissolution of the company has not resulted in any actual or potential liability or obligation being imposed against him:

Ms.Wang Xin ( 王 欣 ), aged 42, is an executive Director of our Company. Ms. Wang Xin is primarily responsible for overseeing business development and sales matters of our Group. She was redesignated as an executive Director on 29 April 2019. Ms. Wang Xin is also a member of the remuneration committee. She is the sister of Ms.Wang.

Ms.Wang Xin has over 13 years of experience in the advertising industry. From June 2005 to June 2015, Ms. Wang Xin has been the general manager of Qingdao Zhongzhouxian Advertisement Co.Ltd.*  (青島中軸線廣告有限公司), a company which is principally engaged in the advertising business, where she was responsible for overall management of the company. She has been the executive director of Shanghai Kailun since August 2015, where she is responsible for the overall management, strategic planning and business development of the company. Ms. Wang Xin graduated from the PLA Nanjing Institute of Politics* (中國人民解放軍南京政治學院) with a bachelor's degree in economics and administrative management in June 2014.

Ms.Wang Xin also holds the following positions in the members of our Group:

Mr.Leng Xuejun ( 冷 學 軍 ), aged 37, is an executive Director and one of the joint company secretaries of our Company. Mr. Leng is primarily responsible for overseeing the company secretarial matters and financial matters of our Group. He was redesignated as an executive Director on 29 April 2019.

Mr.Leng has over 5 years of experience in the advertising industry and he joined our Group in September 2013. From September 2013 to February 2016, he was the business manager of Beijing Ruicheng, where he was responsible for business development and external liaison. From March 2016 to October 2018, he was the director of Beijing Ruicheng, where he was responsible for the overall management, business development and implementation of business strategies of the company. Since November 2018, he has been the executive director of Beijing Ruicheng, where he continues to be responsible for the overall management, business development and implementation of business strategies of the company. From March 2016 to November 2018, he was the secretary to the board of  directors of Beijing Ruicheng,where he was responsible for company secretarial matters. Mr.Leng graduated from the Nanjing University in the PRC and obtained a bachelor's degree in administrative management by way of distance learning in February 2009.

Mr.Leng holds the following positions in the members of our Group:

Independent non-executive Directors

Mr. Wu Ke（吴科）, aged 33, has been appointed as an independent non-executive Director since 1 January 2021. He is the chairman of the Remuneration Committee, a member of the Audit Committee and a member of the Nomination Committee.

Mr. Wu has extensive experience in corporate finance and investment. From July 2012 to April 2016,Mr. Wu worked as a senior manager at Zhongtai Securities Co., Ltd.* (中泰證券股份有限公司, formerly known as Qilu Securities Co., Ltd.* (齊魯證券有限公司)), a securities company in the PRC where he was responsible for corporate finance, and mergers and acquisitions related work. Mr. Wu is currently a director of the corporate finance department and a responsible officer of Zhongtai International Capital Limited, a corporation licensed under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “SFO”) and permitted to carry out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities. Mr. Wu obtained a master’s degree in global economics from the Shandong University in the PRC in June 2012.

Mr.Li Xue ( 李 雪 ), aged 54, was appointed as our Independent Non-executive Director on 22 October 2019, and is responsible for providing independent advice and judgement to the Board. Mr.Li is also the chairman of the audit committee and a member of the nomination committee.

Mr.Li has over 30 years of financial and accounting experience. From July 1987 to November 1995, Mr.Li worked as a lecturer in Shandong Linyi Finance School* (山東省臨沂財政學校). He then worked as a lecturer in the faculty of finance of Yantai University in the PRC from November 1995 to February 1997. Since February 1997, Mr. Li has been a professor of the faculty of accounting of the  Management College of the Ocean University of China. Since July 2008, he has been the dean of the faculty of accounting of the Qindao College of the Qingdao Technological University in the PRC. Mr.Li is currently an independent non-executive director of Qingdao Holdings International Limited (a company listed on the Main Board of the Stock Exchange (stock code: 0499)) which is principally engaged in property businesses, where he is responsible for providing independent judgement and advice to the board of directors. Mr.Li graduated from the Shandong Economics University in the PRC with a bachelor’s degree in economics in July 1987 and he graduated from the Shanghai University of Finance and Economics in the PRC with a master's degree in economics in January 1998.

Mr.Li is a certified public accountant of the Chinese Institute of Certified Public Accountants (中國註冊會計師協會) as well as a certified tax advisor of the Chinese Certified Tax Agents Association (中國註冊稅務師協會). He has been a senior member of the Chinese Institute of Certified Public Accountants since March 2015. He is currently a council member of the Accounting Society of China (中國會計學會) and a council member of the Chinese Institute of Internal Audit (中國內部審計協會). He is also currently a member of the Chinese Audit Society ( 中國審計學會 ) and a council member of the audit education division of the Chinese Audit Society.

Mr.How Sze Ming ( 侯 思 明 ), aged 42, was appointed as our Independent Non-executive Director on 22 October 2019. Mr. How has over 20 years of experience in investment banking and assurance and advisory industries. From September 1999 to July 2002, Mr. How has worked as a senior associate in the Assurance and Business Advisory Services Department of PricewaterhouseCoopers and is primarily responsible for performing assurance and business advisory work. From July 2002 to June 2003, Mr.How worked as the corporate finance executive of Tai Fook Securities Company Limited (now known as Haitong International Securities Company Limited), a company which is principally engaged in securities advisory broking, securities dealing and leveraged foreign exchange trading. From July 2003 to December 2004, Mr. How worked as the assistant manager at Tai Fook Capital Limited (now known as Haitong  International  Capital  Limited), a company principally engaged in corporate finance advisory, where he was responsible for corporate finance advisory. From December 2004 to May 2006, Mr. How worked as the assistant vice president of CCB International Capital Limited, a company principally engaged in securities advisory, securities dealing and corporate finance advisory. From May 2006 to March 2009, Mr. How first worked as the associate and later as the assistant vice president in the Investment Banking Division of ICEA Capital Limited, a company principally engaged in dealing in securities and corporate finance advisory, where he was responsible for corporate finance advisory. From April 2009 to February 2010, Mr. How worked as the assistant vice president in the Investment Banking Division of ICBC International Holdings Limited, a company principally engaged in investment banking. From February 2010 to June 2015, Mr. How was the managing director of the Investment Banking Department of CMB International Capital Corporation Limited, a company principally engaged in investment banking, securities brokerage and asset management, where he was responsible for corporate finance advisory. From July 2015 to January 2016, Mr. How was the managing director of Zhaobangji International Capital Limited (currently known as Yishun Da Capital Limited, a company principally engaged in investment banking and advisory, where he was responsible for corporate finance advisory. Mr. How is currently the managing director/head of corporate finance of Southwest Securities (HK) Capital Limited, a company principally engaged in investment banking and advisory, where he is responsible for corporate finance advisory.

Mr.How obtained his bachelor's degree in business administration from the Chinese University of Hong Kong (香港中文大學) in December 1999. Mr.How is a fellow member of the Association of Chartered Certified Accountants and an associate member of the Hong Kong Institute of Certified Public Accountants. 

Mr.How has held the following positions in the following companies listed on the Stock Exchange. He has been an independent non-executive director of Million Stars Holdings Limited (formerly known as Odella Leather Holdings Limited) (stock code: 8093) from January 2015 to March 2017; an independent non-executive director of World-Link Logistics (Asia) Holding Limited (stock code: 6083) since December 2015; an independent non-executive director of Forgame Holdings Limited (stock code: 484) since January 2016; an independent non-executive director of Shanghai Zendai Property Limited (stock code: 755) since May 2017; an independent non-executive director of 1957 & Co.(Hospitality) Limited (stock code: 8495) since November 2017; and an independent non-executive director of Watts International Maritime Engineering Limited (stock code: 2258) since October 2018.