Youzan Technology Limited — Proxy Solicitation & Information Statement 2019

Sep 25, 2019

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in China Youzan Limited (the “ Company ”), you should at once hand this circular together with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

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(Incorporated in Bermuda with limited liability)

(Stock Code: 8083)

(1) GRANT OF SHARE OPTIONS TO DIRECTORS; AND (2) NOTICE OF SPECIAL GENERAL MEETING

Capitalised terms used in this cover page shall have the same meanings as those defined in this circular unless otherwise stated.

A notice convening the SGM to be held at Unit 2708, 27/F, The Center, 99 Queen’s Road Central, Hong Kong at 3:00 p.m. on 14 October 2019 is set out on pages SGM-1 to SGM-3 of this circular. A form of proxy for use at the SGM is also enclosed. Whether or not you are able to attend the SGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to Computershare Hong Kong Investor Services Limited, the share registrar of the Company in Hong Kong, at 17M/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no less than 48 hours before the time schedule for holding the SGM (i.e. no later than at 3:00 p.m. on Saturday, 12 October 2019). Completion and return of the form of proxy will not preclude you from attending and voting at the SGM (or any adjournment thereof) in person if you so wish. This circular will remain on the “Latest Company Announcements” page of the GEM website at www.hkgem.com for at least 7 days from the date of its publication and on the Company’s website at www.chinayouzan.com.

25 September 2019

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

– i –

TABLE OF CONTENTS

	Pages
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	SGM-1

– ii –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

“Board”

the board of Directors

• “Business Day(s)”

any day (other than a Saturday or Sunday or public holiday) on which banks in Hong Kong are open for the transaction of normal business

“Bye-Laws”

the bye-laws of the Company as amended from time to time

“Company”

China Youzan Limited, a company incorporated in Bermuda with limited liability, the issued Shares of which are listed on the GEM

• “Connected Person(s)”

has the same meaning ascribed to it in the GEM Listing Rules

“Date of Grant”

• 9 September 2019

“Director(s)”

the director(s) of the Company

“GEM”

the GEM of the Stock Exchange

“GEM Listing Rules”

“Group”

the Rules Governing the Listing of Securities on GEM of the Stock Exchange the Company and its subsidiaries

“HK$”

Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong”

the Hong Kong Special Administrative Region of the PRC

• “Independent Shareholders”

those Shareholders other than all the Connected Persons of the Company and their respective associate(s)

“Latest Practicable Date”

19 September 2019, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein

– 1 –

DEFINITIONS

“Options”	the 160,000,000 options granted to the Selected Directors
	under the Grant
“Option Shares”	the Shares to be issued upon exercise in full of the Options
“Grant”	the conditional grant of 160,000,000 Options to the
	Selected Directors to subscribe for 160,000,000 Shares
	under the Share Option Scheme on the Date of Grant, which
	is subject to the approval of the Independent Shareholders
	at the SGM
“PRC”	the People’s Republic of China which, for the purpose
	of this circular, excludes Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan
“Selected Directors”	the certain Directors selected for the purpose of the grant of
	the Directors’ Share Options, which include Mr. Zhu Ning,
	Mr. Cui Yusong, Mr. Yu Tao and Ms. Ying Hangyan
“Selected Employees”	the 30 employees of the Group selected for the purpose of
	the grant of the 180,000,000 Share Options as announced
	by the Company on 9 September 2019
“SGM”	a special general meeting of the Company to be convened
	on 14 October 2019 at 3:00 p.m. to approve the Grant
“Shareholder(s)”	holder(s) of the Share(s)
“Share Options”	the option(s) granted or to be granted under the Share
	Option Scheme to subscribe for Shares in accordance with
	the terms thereof
“Share Option Scheme”	the share option scheme of the Company adopted by the
	Company on 12 June 2019
“Share(s)”	share(s) of HK$0.01 each in the share capital of the
	Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“%”	per cent

– 2 –

LETTER FROM THE BOARD

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(Incorporated in Bermuda with limited liability)

(Stock Code: 8083)

Executive Directors: Guan Guisen Cao Chunmeng Yan Xiaotian Zhu Ning Cui Yusong Yu Tao Ying Hangyan Independent non-executive Directors: Fong Chi Wah Gu Jiawang Xu Yanqing Deng Tao

Registered office: Victoria Place, 5th Floor 31 Victoria Street Hamilton HM 10 Bermuda Principal place of business and head office in Hong Kong: Unit 2708, 27/F The Center 99 Queen’s Road Central Hong Kong

25 September 2019

To the Shareholders

Dear Sir or Madam,

(1) GRANT OF SHARE OPTIONS TO DIRECTORS; AND (2) NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 9 September 2019 in relation to the proposed grant of Share Options. On 9 September 2019, the Company has conditionally granted 340,000,000 Share Options in total to the Selected Employees (including 10,000,000

– 3 –

LETTER FROM THE BOARD

share options granted to an associate of Mr. Zhu Ning) and the Selected Directors to subscribe for 180,000,000 Shares and 160,000,000 Shares respectively, under the Share Option Scheme adopted by the Company on 12 June 2019. Pursuant to the Share Option Scheme, the grant of 160,000,000 Options by the Company to the Selected Directors is subject to the approval of the Independent Shareholders at the SGM.

The purpose of this circular is to provide the Shareholders with, among other matters, (i) further information of the grant of Options; (ii) the notice convening the SGM; and (iii) other information as required under the GEM Listing Rules.

GRANT OF SHARE OPTIONS TO DIRECTORS

Details of the Grant are as below:

				Approximate
			Approximate	percentage of the
			percentage of the	Option Shares
			Option Shares	out of the total
			out of the total	number of
			number of Shares	Shares in issue
		Number of	in issue as at the	as at Latest
Name	Position in the Company	Options granted	Date of Grant	Practicable Date
Mr. Zhu Ning	Executive Director, chief	100,000,000	0.65%	0.65%
	executive and a substantial
	shareholder of the
	Company
Mr. Cui Yusong	Executive Director	20,000,000	0.13%	0.13%
Mr. Yu Tao	Executive Director	20,000,000	0.13%	0.13%
Ms. Ying Hangyan	Executive Director	20,000,000	0.13%	0.13%

– 4 –

LETTER FROM THE BOARD

Date of Grant:

• 9 September 2019

Exercise price of the Options granted to Mr. Zhu Ning:

HK$1.00, which is higher than:

• (i) the closing price of HK$0.485 per Share as stated in the daily quotations sheet of the Stock Exchange on 9 September 2019;

• (ii) the average closing price of HK$0.510 per Share as stated in the daily quotations sheets of the Stock Exchange for five Business Days immediately preceding 9 September 2019; and

• (iii) the nominal value of HK$0.01 per Share

Exercise price of the Options granted to the Selected Directors other than Mr. Zhu Ning:

HK$0.90, which is higher than:

• (i) the closing price of HK$0.485 per Share as stated in the daily quotations sheet of the Stock Exchange on 9 September 2019;

• (ii) the average closing price of HK$0.510 per Share as stated in the daily quotations sheets of the Stock Exchange for five Business Days immediately preceding 9 September 2019; and

(iii) the nominal value of HK$0.01 per Share

Number of the Options: 160,000,000 Options Number of Shares to be issued 160,000,000 Shares upon full exercise of the Options granted: With reference to the closing price of the Shares on the Date of Grant, the aggregate value of the Shares to be issued to the Selected Directors upon full exercise of the Options granted is HK$77,600,000.

– 5 –

LETTER FROM THE BOARD

Validity and vesting period of the Options:

The Options shall be valid for a period of five (5) years from the Date of Grant.

The Options shall not be exercisable by the Selected Directors from the Date of Grant until 30 June 2020.

25% of the Options granted will vest on each of 1 July 2020, 1 July 2021, 1 July 2022 and 1 July 2023.

The Grant shall be accepted within twenty-eight (28) days after the Date of Grant, whereupon a consideration of HK$1.00 is payable by each of the Selected Directors. The Shares to be allotted and issued upon the exercise of the Options shall rank pari passu in all respects with the fully paid Shares in issue as of the date when the name of the Selected Director is registered on the register of members of the Company and accordingly will entitle the holder the same rights in relation to voting, dividend, transfer and other rights as the Shares in issue in accordance with the Bye-Laws. The Options themselves, however, do not carry any right to voting, dividend, transfer or other rights (including those arising on the liquidation of the Company) prior to their being exercised and the underlying Shares being issued. There is no performance target that must be achieved before the Options can be exercised.

No option has been granted to the Selected Directors within the 12-month period prior to the Grant. None of the Directors (including the Selected Directors) is a trustee of the Share Option Scheme nor has a direct or indirect interest in the trustee(s).

Basis of determination of the exercise price

The exercise price of the Options was determined, with reference to, among others, the prevailing market price of the Shares. The exercise price for the Options granted to Mr. Zhu Ning of HK$1.00 represented a premium of approximately 106% over the closing price of the Shares as at the Date of Grant of HK$0.485 while the exercise price for the Options granted to Mr. Cui, Mr. Yu and Ms. Ying of HK$0.90 represented a premium of approximately 86% over the closing price of the Shares as at the Date of Grant of HK$0.485.

– 6 –

LETTER FROM THE BOARD

Listing Rules Implications and Terms of Share Option Scheme

Pursuant to the terms of the Share Option Scheme, where any grant of share options to a director, chief executive or substantial shareholder of the Company, or any of his/her associates (as defined in the GEM Listing Rules), would result in the Shares issued and to be issued upon exercise of all share options already granted and to be granted (including the share options exercised, cancelled and outstanding) to such person in the 12-month period up to and including the date of such grant (i) representing in aggregate over 0.1% of the Shares in issue; and (ii) having an aggregate value, based on the closing price of the Shares at the date of each grant, in excess of HK$5 million, such grant of share options must be approved by the Independent Shareholders in a general meeting at which all Connected Persons shall abstain from voting in favour of the resolutions approving the Grant.

Given that the total number of Shares to be issued upon exercise of the Options granted to the each Selected Director would in the 12-month period up to and including the Date of Grant represent in aggregate over 0.1% of the Shares in issue and have an aggregate value in excess of HK$5 million based on the closing price of the Shares of HK$0.485 on the Date of Grant, pursuant to the terms of the Share Option Scheme, the grant of the Options to the Selected Directors is conditional upon the approval by the Independent Shareholders at the SGM. All Connected Persons shall abstain from voting in favour at the SGM in respect of the resolutions approving the Grant.

As at the Latest Practicable Date, to the extent that it is aware by the Board having made all reasonable enquires, Mighty Advantage Enterprises Limited, Whitecrow Investment Ltd., V5. Cui Investment Ltd., Youzan Teamwork Inc., Rory Huang Investment Ltd., Xincheng Investment Limited, Mr. Cao Chunmeng, Mr. Yan Xiaotian, Dr. Fong Chi Wah, and Mr. Gu Jiawang are Connected Persons of the Company and are thus required to abstain from voting in favour of the resolutions contained in the notice of the SGM in relation to the Grant pursuant to the terms of the Share Option Scheme.

The Board confirms the Selected Directors abstained from voting in respect of the Board resolution in the Board meeting to approve the Grant to themselves. In accordance with Rule 23.04(1) of the GEM Listing Rules, the Grant has been approved by the independent non-executive Directors on 9 September 2019.

– 7 –

LETTER FROM THE BOARD

Effect on Shareholding Structure of the Company upon Exercise of the Options

Name of Shareholders Mighty Advantage Enterprises Limited (Note 1) Cao Chunmeng Yan Xiaotian Fong Chi Wah Gu Jiawang Youzan Teamwork Inc. (Note 2) Zhu Ning (Note 3) Cui Yusong (Note 4) Yu Tao Ying Hangyan Sub-total Other public shareholders Total	(a) As at Latest Practicable Date Number of Shares held Approximate % of shareholding 711,592,000 4.60% 67,420,000 0.44% 21,640,000 0.14% 1,000,000 0.01% 1,000,000 0.01% 363,170,101 2.35% 1,440,601,703 9.31% 241,885,127 1.56% – – – – 2,848,308,931 18.42% 12,617,498,686 81.58% 15,465,807,617 100.00%	(b) Immediately upon exercise of the Options granted under the Grant Number of Shares held Approximate % of shareholding 711,592,000 4.55% 67,420,000 0.43% 21,640,000 0.14% 1,000,000 0.01% 1,000,000 0.01% 363,170,101 2.32% 1,540,601,703 9.86% 261,885,127 1.68% 20,000,000 0.13% 20,000,000 0.13% 3,008,308,931 19.26% 12,617,498,686 80.74% 15,625,807,617 100.00%	(b) Immediately upon exercise of the Options granted under the Grant Number of Shares held Approximate % of shareholding 711,592,000 4.55% 67,420,000 0.43% 21,640,000 0.14% 1,000,000 0.01% 1,000,000 0.01% 363,170,101 2.32% 1,540,601,703 9.86% 261,885,127 1.68% 20,000,000 0.13% 20,000,000 0.13% 3,008,308,931 19.26% 12,617,498,686 80.74% 15,625,807,617 100.00%
			19.26% 80.74%
			100.00%

Notes:

1. Mighty Advantage Enterprises Limited is beneficially owned by Mr. Guan Guisen, who is an executive Director.

2. Youzan Teamwork Inc. is owned as to 40% by Mr. Zhu Ning, 10% by Mr. Yu Tao and 10% by Ms. Ying Hangyan, all of whom are executive Directors.

3. Mr. Zhu Ning, who is an executive Director, is interested in 1,440,601,703 Shares through his equity ownership in Whitecrow Investments Ltd.

4. Mr. Cui Yusong, who is an executive Director, is interested in 241,885,127 Shares through his equity ownership in V5. Cui Investment Ltd.

– 8 –

LETTER FROM THE BOARD

Reasons for the Grant

The purpose of the Grant is to grant incentive and rewards to recognize the significant efforts and contribution of the Selected Directors in the development of the Group’s business. The Board considers that the above purpose can be achieved by granting the Options as it demonstrates to Selected Directors that their efforts and contributions to the Group are valued and will be rewarded. The Board considers that the economic benefits of the granting of the Options depends upon the increase in Share price to be driven by improving the overall management business synergies and operational performances of the Group at which time all the Shareholders also stand to benefit. The Grant therefore provides an incentive to increasing the profitability of the Group, thereby raising Share price and Share value for the Group and the Shareholders.

In view of the above, the Grant is considered to be in the interests of the Company and the Shareholders as a whole.

SGM

Any Shareholder with a material interest in the resolutions shall not vote for the relevant resolutions. As at the Latest Practicable Date, to the extent that it is aware by the Board having made all reasonable enquiries, Mighty Advantage Enterprises Limited, Whitecrow Investment Ltd., V5. Cui Investment Ltd., Youzan Teamwork Inc., Rory Huang Investment Ltd., Xincheng Investment Limited, Mr. Cao Chunmeng, Mr. Yan Xiaotian, Dr. Fong Chi Wah, and Mr. Gu Jiawang are Connected Persons of the Company and are thus required to abstain from voting in favour of the resolutions contained in the notice of the SGM in relation to the Grant; and (ii) save for the aforementioned, no other Shareholders are required to abstain from voting on the resolutions in relation to the Grant.

A notice of convening the SGM to be held at Unit 2708, 27/F, The Center, 99 Queen’s Road Central, Hong Kong at 3:00 p.m. on 14 October 2019 is set out on page SGM-1 to SGM-3 of this circular. Ordinary resolutions will be proposed at the SGM to consider and if thought fit, approve the resolutions in respect of the Grant.

– 9 –

LETTER FROM THE BOARD

PROXY ARRANGEMENT

Whether or not you intend to attend the SGM in person, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the same to Computershare Hong Kong Investor Services Limited, the share registrar of the Company in Hong Kong, at 17M/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no less than 48 hours before the time schedule for holding the SGM (i.e. no later than 3:00 p.m. on Saturday, 12 October 2019). Completion and return of the proxy form will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Wednesday, 9 October 2019 to Monday, 14 October 2019, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify for attending and voting at the SGM, unregistered holders of Shares of the Company should ensure that all completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M/F, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration no later than 4:30 p.m. on Tuesday, 8 October 2019.

RECOMMENDATION

Having considered the terms of the grant of the Options, all the independent non-executive Directors consider such grant is fair and reasonable so far as the Independent Shareholders are concerned. Accordingly, the Directors (including the independent non-executive Directors) recommend the Independent Shareholders and Shareholders to vote in favour of the ordinary resolutions approving the grant of the Options as set out in the notice of the SGM.

Yours faithfully, For and on behalf of China Youzan Limited

Guan Guisen

Chairman

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NOTICE OF SGM

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(Incorporated in Bermuda with limited liability)

(Stock Code: 8083)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (“ SGM ”) of China Youzan Limited (the “ Company ”) will be held at Unit 2708, 27/F, The Center, 99 Queen’s Road Central, Hong Kong on 14 October 2019, at 3:00 p.m., for the purpose of considering and, if thought fit, passing with or without modifications, the following resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT the grant of options to Mr. Zhu Ning under the share option scheme adopted by the Company on 12 June 2019 to subscribe for an aggregate of 100,000,000 ordinary shares of HK$0.01 each of the Company at the exercise price of HK$1.00 per share and on the terms and conditions as set out in the circular to the shareholders of the Company dated 25 September 2019 be and is hereby approved and that any one director of the Company is hereby authorized to do all such acts and/or execute all such documents as may be necessary or expedient in order to give full effect to such grant and exercise of the options.”

2. “ THAT the grant of options to Mr. Cui Yusong under the share option scheme adopted by the Company on 12 June 2019 to subscribe for an aggregate of 20,000,000 ordinary shares of HK$0.01 each of the Company at the exercise price of HK$0.90 per share and on the terms and conditions as set out in the circular to the shareholders of the Company dated 25 September 2019 be and is hereby approved and that any one director of the Company is hereby authorized to do all such acts and/or execute all such documents as may be necessary or expedient in order to give full effect to such grant and exercise of the options.”

SGM – 1

NOTICE OF SGM

1. “ THAT the grant of options to Mr. Yu Tao under the share option scheme adopted by the Company on 12 June 2019 to subscribe for an aggregate of 20,000,000 ordinary shares of HK$0.01 each of the Company at the exercise price of HK$0.90 per share and on the terms and conditions as set out in the circular to the shareholders of the Company dated 25 September 2019 be and is hereby approved and that any one director of the Company is hereby authorized to do all such acts and/or execute all such documents as may be necessary or expedient in order to give full effect to such grant and exercise of the options.”

2. “ THAT the grant of options to Ms. Ying Hangyan under the share option scheme adopted by the Company on 12 June 2019 to subscribe for an aggregate of 20,000,000 ordinary shares of HK$0.01 each of the Company at the exercise price of HK$0.90 per share and on the terms and conditions as set out in the circular to the shareholders of the Company dated 25 September 2019 be and is hereby approved and that any one director of the Company is hereby authorized to do all such acts and/or execute all such documents as may be necessary or expedient in order to give full effect to such grant and exercise of the options.”

By order of the Board China Youzan Limited Guan Guisen Chairman

Hong Kong, 25 September 2019

Head Office and Principal Place of Business:

Unit 2708, 27/F The Center 99 Queen’s Road Central

Hong Kong

Notes:

1. Any member entitled to attend and vote at the SGM is entitled to appoint one or more separate proxies to attend and vote instead of him/her. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. A proxy need not be a member of the Company.

2. Where there are joint holders of any share, any one of such persons may vote at the SGM, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto, provided that if more than one of such joint holders be present at the SGM personally or by proxy, the person whose name stands first in the register in respect of such share shall alone be entitled to vote in respect thereof.

SGM – 2

NOTICE OF SGM

1. The register of members of the Company will be closed from Wednesday, 9 October 2019 to Monday, 14 October 2019, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for attending and voting at the SGM, unregistered holders of Shares of the Company should ensure that all completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M/F, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration no later than 4:30 p.m. on Tuesday, 8 October 2019.

2. To be valid, a form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) must be deposited at Computershare Hong Kong Investor Services Limited, the share registrar of the Company in Hong Kong, at 17M/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no less than 48 hours before the time schedule for holding the SGM (i.e. no later than 3:00 p.m. on Saturday, 12 October 2019). Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the SGM and any adjourned meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

3. A form of proxy for use in connection with the SGM is enclosed with the circular of the Company dated 25 September 2019. Such form is also published on the website of GEM at www.hkgem.com and on the Company’s website at www.chinayouzan.com.

4. As at the date of this notice, the Board comprises seven executive Directors, namely Mr. Guan Guisen, Mr. Cao Chunmeng, Mr. Yan Xiaotian, Mr. Zhu Ning, Mr. Cui Yusong, Mr. Yu Tao and Ms. Ying Hangyan; and four independent non-executive Directors, namely Dr. Fong Chi Wah, Mr. Gu Jiawang, Mr. Xu Yanqing and Mr. Deng Tao.

SGM – 3