Strawbear Entertainment Group — Capital/Financing Update 2024

Jul 23, 2024

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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Strawbear Entertainment Group 稻草熊娛樂集團

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2125)

DISCLOSEABLE TRANSACTION ACQUISITION OF LIMITED PARTNERSHIP INTERESTS IN A FUND

On July 23, 2024 (after trading hours), Nanjing Strawbear entered into the Transfer Agreement with Tuhui Investment, pursuant to which Nanjing Strawbear agreed to acquire and Tuhui Investment agreed to transfer the Limited Partnership Interests in the Fund represented by a Capital Commitment of RMB30 million at nil consideration. As of the date of this announcement, the Capital Commitment of RMB30 million in relation to the Limited Partnership Interests has been subscribed by Tuhui Investment but has not been paid.

The General Partner has consented to the Acquisition. On July 23, 2024, Nanjing Strawbear entered into the Partnership Agreement, and agreed to be admitted as a limited partner of the Fund and be bound by the terms of the Partnership Agreement.

LISTING RULES IMPLICATIONS

As the highest applicable percentage ratios in respect of the Transaction exceeds 5% but is less than 25%, the Transaction constitutes a discloseable transaction of the Company, and is therefore subject to the reporting and announcement requirements but exempt from shareholders’ approval requirement under Chapter 14 of the Listing Rules.

INTRODUCTION

The Board hereby announces that on July 23, 2024 (after trading hours), Nanjing Strawbear entered into the Transfer Agreement with Tuhui Investment, pursuant to which Nanjing Strawbear agreed to acquire and Tuhui Investment agreed to transfer the Limited Partnership Interests in the Fund represented by a Capital Commitment of RMB30 million at nil consideration. As of the date of this announcement, the Capital Commitment of RMB30 million in relation to the Limited Partnership Interests has been subscribed by Tuhui Investment but has not been paid.

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THE TRANSFER AGREEMENT

The principal terms of the Transfer Agreement are set out as follows:

Date: July 23, 2024 Parties: (i) Nanjing Strawbear (as transferee); and (ii) Tuhui Investment (as transferor)

Subject matter:

Pursuant to the Transfer Agreement, Nanjing Strawbear agreed to acquire and Tuhui Investment agreed to transfer the Limited Partnership Interests in the Fund represented by a Capital Commitment of RMB30 million at nil consideration.

As of the date of this announcement, the total Capital Commitment of Tuhui Investment to the Fund is RMB200 million. Upon completion of the Acquisition, the Capital Commitment of Nanjing Strawbear to the Fund will be RMB30 million, and the Capital Commitment of Tuhui Investment to the Fund will be RMB170 million.

Consideration and Capital Commitment:

As of the date of this announcement, the Capital Commitment of RMB30 million in relation to the Limited Partnership Interests has been subscribed by Tuhui Investment but has not been paid.

Given that the Capital Commitment in relation to the Limited Partnership Interests has not been paid as of the date of this announcement, the consideration for the Acquisition was determined to be nil. The Capital Commitment of RMB30 million in relation to the Limited Partnership Interests was determined after arm’s length negotiation between Nanjing Strawbear and Tuhui Investment with reference to (i) the investment objective of the Fund; (ii) the expected term of the Fund; (iii) the possible investment returns of the Fund; and (iv) financial resources available to the Group.

Pursuant to the Transfer Agreement, Nanjing Strawbear confirmed and agreed that, subject to the fulfillment of the conditions precedent to the completion of the Acquisition, Nanjing Strawbear shall pay the Capital Commitment in respect of the Limited Partnership Interests based on the Partnership Agreement and the payment notice to be issued by the General Partner and in accordance with the instructions of the General Partner.

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Conditions precedent:

The completion of the Acquisition is subject to fulfillment of the following conditions precedent:

• (i) the signing of the Transfer Agreement by Nanjing Strawbear and Tuhui Investment, and the signing of the Partnership Agreement by Nanjing Strawbear; and

• (ii) obtaining the consent to the Acquisition by the General Partner.

Cooling-off period:

The cooling-off period for Nanjing Strawbear is 24 hours from the signing of the Transfer Agreement, during which (i) the General Partner, the Manager and their employees shall not take the initiative to contact Nanjing Strawbear, and (ii) Nanjing Strawbear can unilaterally terminate the Transfer Agreement by sending a written notice to the General Partner (or the Manager) and Tuhui Investment.

The General Partner has consented to the Acquisition. On July 23, 2024, Nanjing Strawbear entered into the Partnership Agreement, and agreed to be admitted as a limited partner of the Fund and be bound by the terms of the Partnership Agreement.

In accordance with the applicable accounting standards, the financial results of the Fund will not be consolidated into the Company’s financial statements.

INFORMATION ABOUT THE FUND AND THE PARTNERSHIP AGREEMENT

The Fund is a limited partnership established in the PRC on March 1, 2022, which principally engages in equity investment, investment management and asset management activities through private funds.

The investment objective of the Fund is to focus on new consumption upgrades, new cultural, sports and tourism consumption scenarios, digital economy, new products and new economic formats, etc., center on the full empowerment of technology advancement and technology innovations for consumption in cultural, sports and cultural and tourism industries, and seek equity investment opportunities in leading companies and high-growth companies. In addition, the Fund also aims to pursue substantial capital gains through identifying mergers and acquisitions, private placements and other opportunities approved by the General Partner.

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As of the date of this announcement, the total Capital Commitment to the Fund is approximately RMB3,306.2 million, of which (i) RMB66.2 million (representing approximately 2.0% interest in the Fund) was subscribed by the General Partner; (ii) RMB1,000 million (representing approximately 30.2% interest in the Fund) was subscribed by Yixing New Consumption Equity Investment Partnership (Limited Partnership) (宜興新消 費股權投資合夥企業（有限合夥）), which is held as to approximately 84.9% by Yixing New Energy Industry Fund Partnership (Limited Partnership) (宜興新動能產業基金合夥企業（有 限合夥）), approximately 15.0% by Jiangsu Yangxian Tourism Construction Management Co., Ltd. (江蘇陽羨旅遊建設管理有限公司) and approximately 0.1% by Yixing Yicai Private Equity Fund Management Co., Ltd. (宜興市宜財私募基金管理有限公司), all of which are state-owned enterprises; (iii) RMB990 million (representing approximately 29.9% interest in the Fund) was subscribed by China Cultural Industry Investment Fund Phase II (Limited Partnership) (中國文化產業投資基金二期（有限合夥）), which is held as to approximately 24.0% by the Ministry of Finance of the People’s Republic of China, approximately 75.7% by nine other limited partners (each holding less than 15% interest in China Cultural Industry Investment Fund Phase II (Limited Partnership)) and approximately 0.3% by China Cultural Industry Investment Fund of Fund Management Co., Ltd. (中國文化產業投資母基金管理 有限公司) (the general partner); (iv) RMB200 million (representing approximately 6.0% interest in the Fund) was subscribed by Tuhui Investment; (v) RMB200 million (representing approximately 6.0% interest in the Fund) was subscribed by Quanzhou Licheng Cultural Tourism Investment Co., Ltd. (泉州市鯉城文旅投資有限公司), which is an indirect whollyowned subsidiary of Quanzhou Urban Construction Group Co., Ltd. (泉州城建集團有限公 司), a state-owned enterprise; (vi) RMB200 million (representing approximately 6.0% interest in the Fund) was subscribed by Chongqing Liangjiang New Area Development Investment Group Co., Ltd. (重慶兩江新區開發投資集團有限公司), a state-owned enterprise; and (vii) the remaining Capital Commitment of RMB650 million was subscribed by ten other limited partners, each holding less than 5% interest in the Fund and is a third party independent from the Company and its connected persons.

Financial information of the Fund

As of March 31, 2024, the unaudited net assets of the Fund were approximately RMB386.7 million. The unaudited net loss (both before and after taxation) of the Fund for the two years ended December 31, 2022 and 2023 are as follows:

	For the year ended	December 31,
	2022 (from the date
	of establishment
	of the Fund,
	i.e. March 1, 2022)	2023
	(RMB million)	(RMB million)
Net loss before taxation	1.7	39.9
Net loss after taxation	1.7	39.9

The Fund has had no realized appreciation or depreciation on investments since its establishment.

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The Partnership Agreement

The principal terms of the Partnership Agreement are set out as follows:

General Partner:

The General Partner of the Fund is Wuhu Langye Enterprise Management Consulting Partnership (Limited Partnership) (蕪湖朗業企業管理諮詢合夥企業（有限合夥）), which is a limited partnership established in the PRC on January 11, 2022. The business of the Fund shall be carried on and managed by the General Partner. The management authority and powers of the General Partner may be delegated to the Manager as selected by the General Partner in its sole discretion.

Manager and management The Manager of the Fund is Hexie Tianming Investment fee: Management (Beijing) Co., Ltd. (和諧天明投資管理（北京） 有限公司), which is a limited liability company established in the PRC on February 10, 2015. The Manager is mainly responsible for the investment management and operation of the Fund, including investigating, evaluating, structuring and negotiating investment targets, monitoring the performance of portfolio companies and advising the General Partner on investment and divestment opportunities.

The Manager shall be entitled to a management fee from the Fund, which is calculated at (i) 2% per annum of the Capital Commitment of the limited partners of the Fund during the investment period; and (ii) 2% per annum of the investment costs of the ongoing projects invested by the Fund during the management period and extension period.

Term:

• The Fund has a term of eight (8) years from the Initial Closing Date, subject to (i) one-year extension as determined by the General Partner in its sole discretion, and (ii) additional one-year extension if proposed by the General Partner and approved by the advisory committee.

Investment period:

The investment period of the Fund shall commence from the Initial Closing Date and until the occurrence of any of the events set out below:

• (i) the last business day before the fourth anniversary of the Initial Closing Date, which may be extended to the last business day before the fifth anniversary of the Initial Closing Date as determined by the General Partner in its sole discretion;

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• (ii) the occurrence of any event that may lead to termination of service of the General Partner, while the alternate general partner cannot be elected as agreed in the Partnership Agreement; or

• (iii) two (2) or more key personnels ceasing to serve in the Fund and the alternate key personnels cannot be elected as agreed in the Partnership Agreement.

Upon expiration of the investment period or early termination, the Fund will enter the management period. During the management period and the extension period, the Fund shall not participate in any investment projects except for ongoing projects.

Advisory committee:

The Fund shall establish an advisory committee, which shall be comprised of no more than seven (7) members. Members of the advisory committee shall be selected by the General Partner from the limited partners of the Fund based on their capital commitment, industry influence and synergy with the Fund, among whom, limited partners with a Capital Commitment of more than RMB200 million or exceeding 20% of the total Capital Commitment of the Fund as of the final closing date is entitled to appoint one (1) member of the advisory committee.

The advisory committee is mainly responsible for considering and approving, among others, (i) the extension of the term of the Fund; (ii) conflict of interests and related party transactions of the General Partner and the Manager; (iii) granting a waiver on the investment restrictions; and (iv) establishing new fund by the General Partner. All decisions of the advisory committee must be made by a majority vote of its members attending and having the rights to vote at the relevant meetings.

Investment decision committee:

The Fund shall establish an investment decision committee, which shall be comprised of five (5) members. The Investment decision committee also has observer seats, who shall be selected by the General Partner from the limited partners with a Capital Commitment of more than RMB50 million based on their capital commitment, industry influence and synergy with the Fund.

The investment decision committee is mainly responsible for reviewing and making decisions on the investment projects of the Fund. All decisions of the investment decision committee shall be made by a majority vote of its members.

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Payment of paid-in capital:

• Partners of the fund are required to make capital contributions in installments. The General Partner will issue payment notices to each partner according to the Fund’s needs for project investments, payment of operational expenses or other payment obligations. Each partner of the Fund must make capital contributions based on the relevant payment notices, which shall not exceed its capital commitment at the relevant time.

In principle, the General Partner will issue payment notices to each partner of the Fund at least ten (10) business days in advance. The payment notice will set out the final date for payment (the “ Payment Date ”), and each partner must transfer the amount of the relevant paid-in capital to the fundraising settlement account designated by the General Partner before the Payment Date specified in such payment notice. Nonetheless, depending on the actual capital needs of the Fund, the General Partner may notify the partners of the Fund in short notice without advance notice to meet the funding requirements of the Fund, and the relevant partners of the Fund shall cooperate accordingly.

Distribution:

The Distributable Income of the Fund shall be distributed within sixty (60) business days after the aggregate amount of the Distributable Income reaches RMB50 million and the Fund has received the relevant payments, or within a reasonable time as independently determined by the General Partner.

The Distributable Income shall be initially allocated as follows:

• (i) the Distributable Income derived from the investment projects shall be allocated among all partners involved in such projects based on their respective proportion of the investment cost related to such projects;

• (ii) the temporary investments and cash management income of the Fund shall be allocated among the partners based on their respective proportion of the funds of the Fund, as reasonably determined by the General Partner; or, if deemed appropriate by the General Partner, based on the respective proportion of the paid-up capital of the partners;

• (iii) the Fee Income shall be allocated based on the respective proportion of the paid-up capital contributed by the partners;

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• (iv) the portion of the partners’ capital contribution that have not been actually utilized by the Fund and are distributed as decided by the General Partner shall be allocated based on the unutilized amount of the capital contribution of the partners; and

• (v) other incomes shall be allocated based on the respective proportion of the paid-up capital among all partners.

Upon initial allocation of the Distributable Income based on the above proportions, the portion distributed to the General Partner and the special limited partner(s) shall be directly distributed to them. The portion distributed to any other limited partner shall, unless otherwise agreed between the General Partner and such limited partner, be distributed in the following order:

• (i) 100% of the limited partners’ cumulative paid-up capital shall be returned;

• (ii) if there is any Distributable Income remaining after the first step, the remaining amount shall be distributed to the limited partners (the “ Preferred Return ”) until the cumulative amount received by each of the limited partners reaches an amount equivalent to a compound interest of 8% per annum on its respective paid-up capital (from the date of the relevant capital contribution to the time of distribution);

• (iii) if there is any Distributable Income remaining after the second step, the remaining amount shall be distributed to the General Partner until the amount received by the General Partner in this step reaches the amount of 20% of the Preferred Return divided by 80%; and

• (iv) if there is any Distributable Income remaining after the third step, 80% of the remaining amount shall be distributed to the limited partners, and 20% of the remaining amount shall be distributed to the General Partner.

Restrictions on transfer:

Limited partners of the Fund shall not transfer or pledge all or part of their limited partnership interests in the Fund without the prior written consent of the General Partner, unless otherwise agreed in the Partnership Agreement.

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In addition, on July 23, 2024, Nanjing Strawbear entered into the Ancillary Agreement with the General Partner and the Manager, which sets out the payment arrangement for the Capital Commitment in relation to the Limited Partnership Interests and other business arrangement.

Pursuant to the Ancillary Agreement, the Capital Commitment of RMB30 million shall be paid by Nanjing Strawbear in two installments as follows:

• (i) Subject to fulfillment of the conditions precedent set out in the Ancillary Agreement, the initial paid-up capital of RMB12 million shall be paid by Nanjing Strawbear on August 15, 2024 based on the payment notice to be issued by the General Partner; and

• (ii) the remaining paid-up capital of RMB18 million shall be paid by Nanjing Strawbear on December 31, 2024 based on the payment notice to be issued by the General Partner.

Despite the provisions of the Partnership Agreement, all parties of the Ancillary Agreement confirmed and agreed that any portion of the capital contribution of Nanjing Strawbear to the Fund paid earlier than the overall capital contribution progress of the Fund shall be deemed as pre-paid contribution of Nanjing Strawbear to the Fund (“ Pre-paid Contribution ”), and the Pre-paid Contribution shall be converted step-by-step into the paid-up capital of Nanjing Strawbear based on the overall capital contribution progress of the Fund. The Prepaid Contribution does not affect the calculation of Nanjing Strawbear’s proportionate share of investment costs and paid-up capital, i.e. Nanjing Strawbear’s proportionate share of investment costs and paid-up capital shall be calculated based on the overall capital contribution progress of the Fund, but the Pre-paid Contribution will be taken into account when calculating the Preferred Return of Nanjing Strawbear.

The capital contribution of Nanjing Strawbear to the Fund will be funded by the internal resources of the Group.

REASONS FOR AND BENEFITS OF THE TRANSACTION

Taking into account the investment objective and strategy of the Fund and the rich experience of the General Partner and the Manager in the relevant industry sectors, the Directors believe that the Transaction provides the Group with an opportunity to invest in high-quality investment targets and make reasonable and efficient use of its idle fund to enhance the economic benefits of the Group. The Transaction also allows the Group to seize potential investment opportunities while reducing the direct investment risks by leveraging on professional management of the Fund.

Based on the above, the Directors (including the independent non-executive Directors) are of the view that the Transaction was on normal commercial terms, fair and reasonable and in the interests of the Company and its shareholders as a whole.

As none of the Directors has a material interest in the Transaction, no Director is required to abstain from voting on the relevant Board resolution.

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GENERAL INFORMATION

Information on the Group

The Group is a major drama series producer and distributor in the PRC, and principally engages in the investment, development, production and distribution of TV series and web series.

Information on Nanjing Strawbear

Nanjing Strawbear is a limited liability company established in the PRC on September 17, 2018 and an indirectly wholly-owned subsidiary of the Company. Nanjing Strawbear principally engages in brand integration, marketing agency and technical consulting services.

Information on Tuhui Investment

Tuhui Investment is a limited partnership established in the PRC on September 4, 2018, and principally engages in investment in the primary, secondary and tertiary industries, software development, Internet sales, information technology consulting services and investment consulting. As of the date of this announcement, Tuhui Investment is held as to 90% by Beijing Chonghui Consulting Management Co., Ltd. (北京翀暉諮詢管理有限責任公司) and 10% by Mr. Li Yang (李洋), who is a third party independent from the Company and its connected persons. As of the date of this announcement, Beijing Chonghui Consulting Management Co., Ltd. is wholly owned by Mr. Li Yang.

Information on the General Partner

The General Partner is a limited partnership established in the PRC on January 11, 2022, and principally engages in enterprise management, enterprise management consulting and information consulting services. As of the date of this announcement, the General Partner is held as to approximately 90.91% by Tibet Tianyi Enterprise Management Co., Ltd. (西 藏天翊企業管理有限公司) and approximately 9.09% by Wuhu Langming Enterprise Management Consulting Co., Ltd. (蕪湖朗銘企業管理諮詢有限公司), which is a direct wholly-owned subsidiary of the Manager. As of the date of this announcement, Tibet Tianyi Enterprise Management Co., Ltd. is held as to approximately 34% by Mr. Niu Kuiguang (牛 奎光), approximately 33.3% by Mr. Li Jianguang (李建光) and approximately 32.7% by Mr. Wang Jingbo (王靜波), all of whom are third parties independent from the Company and its connected persons.

Information on the Manager

The Manager is a limited liability company established in the PRC on February 10, 2015, and principally engages in project investment, investment management and assets management. As of the date of this announcement, the Manager is held as to approximately 92.50% by Zhuhai Hexie Zhiyuan Management Consulting Co., Ltd. (珠海和諧致遠管理諮詢有限公司), approximately 2.55% by Mr. Niu Kuiguang, approximately 2.50% by Mr. Lin Dongliang (林 棟樑) and approximately 2.45% by Mr. Wang Jingbo. As of the date of this announcement, Zhuhai Hexie Zhiyuan Management Consulting Co., Ltd. is held as to 40% by Mr. Li Jianguang, 30% by Mr. Niu Kuiguang and 30% by Mr. Wang Jingbo.

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To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, as of the date of this announcement, each of Tuhui Investment, the Fund, the General Partner, the Manager and their ultimate beneficial owners is a third party independent from the Company and its connected persons.

LISTING RULES IMPLICATIONS

As the highest applicable percentage ratios in respect of the Transaction exceeds 5% but is less than 25%, the Transaction constitutes a discloseable transaction of the Company, and is therefore subject to the reporting and announcement requirements but exempt from shareholders’ approval requirement under Chapter 14 of the Listing Rules.

DEFINITIONS

• “Acquisition” the Acquisition of the Limited Partnership Interests by Nanjing Strawbear from Tuhui Investment under the Transfer Agreement

• “Ancillary Agreement” the Ancillary Agreement to the Partnership Agreement entered into among Nanjing Strawbear, the General Partner and the Manager on July 23, 2024

• “Board”

the board of directors of the Company

• “Capital Commitment”

• with respect to a partner of the Fund, the total amount that such partner has committed to contribute to the Fund

• “Company”

Strawbear Entertainment Group (稻草熊娛樂集團), an exempted company with limited liability incorporated under the laws of Cayman Islands on January 3, 2018, the Shares of which are listed on the Main Board of the Stock Exchange

• “connected person(s)” has the meaning ascribed thereto under the Listing Rules

• “Director(s)” the director(s) of the Company

“Distributable Income” the cash or assets received by the Fund from sale or disposal of investment projects, or the dividends, interests and other income from investment projects, the income from temporary investments and cash management, the Fee Income, unutilized capital contribution of the partners after the expiration of the investment period, or unutilized capital contribution that are distributed as decided by the General Partner, after deducting the expenses, amounts required to bear the debts and obligations of the Fund, or amounts retained by the General Partner to pay or bear the expenses, debts and obligations of the Fund in accordance with applicable laws, the operation needs of the Fund and the Partnership Agreement, as well as the applicable taxes

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“Fee Income” the balance of the income of the Manager and the General Partner received from their directors’ remuneration, deal closing rewards, deal termination fees or compensation, investment advisory fees or other similar income in respect of an investment project, after deducting tax and reasonable expenses “Fund” Hexie Yuanda (Yixing) Cultural Industry Investment Fund (Limited Partnership) (和諧遠達（宜興）文化產業投資基金 （有限合夥）), a limited partnership established in the PRC on March 1, 2022 “General Partner” Wuhu Langye Enterprise Management Consulting Partnership (Limited Partnership) (蕪湖朗業企業管理諮詢 合夥企業（有限合夥）), a limited partnership established in the PRC on January 11, 2022 “Group” the Company, its subsidiaries and consolidated affiliated entities from time to time “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Initial Closing Date” December 16, 2022, being the payment receiving date stated on the initial payment notices issued by the General Partner to the limited partners of the Fund, unless otherwise required by the General Partner “Limited Partnership the limited partnership interests in the Fund represented by Interests” a Capital Commitment of RMB30 million, which has been subscribed by Tuhui Investment but has not been paid as of the date of this announcement “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Manager” Hexie Tianming Investment Management (Beijing) Co., Ltd. (和諧天明投資管理（北京）有限公司), a limited liability company established in the PRC on February 10, 2015 “Nanjing Strawbear” Nanjing Strawbear Business Consulting Co., Ltd. (南京 稻草熊商務諮詢有限公司), a limited liability company established in the PRC on September 17, 2018 and an indirectly wholly-owned subsidiary of the Company “Partnership Agreement” the Partnership Agreement dated July 23, 2024 entered into among the partners of the Fund

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“PRC” the People’s Republic of China, and for the purpose of this announcement, excluding Hong Kong, Taiwan and the Macau Special Administrative Region of the PRC “Share(s)” ordinary share(s) of US$0.000025 each in the share capital of the Company “Shareholder(s)” the holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “subsidiary(ies)” has the meaning ascribed thereto under the Listing Rules “Transaction” the Acquisition and the Capital Commitment of RMB30 million made by Nanjing Strawbear to the Fund in relation to the Limited Partnership Interests

• “Transfer Agreement” the Partnership Interests Transfer Agreement entered into between Nanjing Strawbear and Tuhui Investment on July 23, 2024 in relation to the Acquisition

“Tuhui Investment” Xiamen Tuhui Investment Partnership (Limited Partnership) ( 廈門市圖慧投資合夥企業（有限合夥）) , a l i m i t e d partnership established in the PRC on September 4, 2018 “%” per cent

By order of the Board Strawbear Entertainment Group Liu Xiaofeng Chairman

Nanjing, PRC, July 23, 2024

As of the date of this announcement, the Board comprises Mr. Liu Xiaofeng and Ms. Zhai Fang as executive Directors, Mr. Wang Xiaohui and Ms. Liu Fan as non-executive Directors, and Mr. Zhang Senquan, Mr. Ma Zhongjun and Mr. Chung Chong Sun as independent nonexecutive Directors.

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