Directors, Senior Management and Employees

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

BOARD OF DIRECTORS

Our Board is responsible for and has general powers over the management and conduct of our business, and currently consists of nine Directors including four executive Directors, one non-executive Director and three independent non-executive Directors. The following table sets forth certain information in respect of members of our Board:

Date of Relationship with Date of joining appointment other Directors and Name Age the Group as Director Position Roles and Responsibilities senior management WANG Jianjun 51 June 15, February 13, Chairman of the Board, Overall strategy, Spouse of Ms. (王建軍) 1995 2014 president, executive business development, Zhao Ying Director and chairman investment planning and of the nomination management of our Group committee YANG Yun 40 August 3, March 17, Executive Director and Strategy and development, None (楊允) 1998 2014 vice president expansion of industrial town projects and property development and overall process management of property development WANG Yagang 33 May 20, March 17, Executive Director and Overall management of None (王亞剛) 2002 2014 vice president industrial town projects HUANG Peikun 52 November March 17, Executive Director and Financial management and None (黃培坤) 17, 2013 2014 chief financial officer control ZHAO Ying 43 February 1, February 13, Non-executive Director Participating in decision making Spouse of Mr. (趙穎) 2008 2014 and member of the procedures, but not participating Wang Jianjun remuneration in the day-to-day management committee ZHANG Xiaomei 43 August 6, August 6, 2014 Independent Participating in making None (張曉梅) 2014 non-executive Director significant decisions and giving and member of the advice on corporate governance, audit committee, connected transactions, and nomination committee remuneration and nomination of and remuneration Directors and senior committee management, but not participating in the day-to-day management WEI Yu (魏宇) 45 August 6, August 6, 2014 Independent Participating in making None 2014 non-executive Director, significant decisions and giving chairman of the advice on corporate governance, remuneration connected transactions, and committee and member remuneration and nomination of of the audit committee Directors and senior and nomination management, but not committee participating in the day-to-day management

– 279 – DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Date of Relationship with Date of joining appointment other Directors and Name Age the Group as Director Position Roles and Responsibilities senior management Dr. WONG Wing 63 August 6, August 6, 2014 Independent Participating in making None Kuen, Albert 2014 non-executive Director significant decisions and giving (王永權博士) and chairman of the advice on corporate governance, audit committee connected transactions, and remuneration of Directors and senior management, but not participating in the day-to-day management

Executive Directors

Mr. Wang Jianjun (王建軍), aged 51, was appointed as our Chairman and executive Director on February 13, 2014, and the chairman of nomination committee on August 6, 2014. Mr. Wang is also the founder and the president of our Group, responsible for our overall strategy, business development and investment planning. Mr. Wang has 19 years of experience in real estate industry. Mr. Wang is the spouse of Ms. Zhao Ying.

Mr. Wang is involved in various governmental associations, including being:

• deputy to the People’s Congress in Hebei province; • member of the Standing Committee of the People’s Congress in Langfang City, Hebei province; and • vice president (副會長) of Langfang Industrial and Commercial Association (廊坊市工商業聯合會).

Mr. Wang received his college diploma (專科) in administration management (行政管理) from the Rural Enterprises Managers & Leaders Institute of the Ministry of Agriculture (農業部鄉鎮企業管理幹部學院), located in the PRC, in June 1995. He was qualified as a senior engineer (高級工程師)bythe Title Reform Leadership Group of Hebei Province (河北省職稱改革領導小組), a governmental authority, in December 2001.

Mr. Wang is the founder of our Group and his major work experience includes:

Employer Employer’s principal business Term of office Position Responsibility Langfang City Property Property development From June 1995 to Chairman and Decision making and in charge and provision of after present president of daily operation and overall sales service technology and business management Langfang Sheng Shi Planning, design and From August 2005 Executive director In charge of overall business Construction development of to present management industrial town projects Langfang Sheng Shi Planning, design and From December President In charge of overall business Construction development of 2005 to present management industrial town projects

– 280 – DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Mr. Yang Yun (楊允), aged 40, was appointed as our executive Director on March 17, 2014. Mr. Yang is the vice president of our Group, responsible for strategy and development, expansion of industrial town projects and property development and overall process management of property development. Mr. Yang has 16 years of experience in real estate industry. He received his bachelor’s degree in real estate management (房地產經營管理) from Jiangxi University of Finance and Economics (江西財經大學), located in the PRC, in July 1998. He was qualified as an assistant economist (助理經濟師) by the Title Reform Office of Langfang Economic Development Zone (廊坊開發區職改辦)in October 1999.

Major work experience of Mr. Yang includes:

Employer Employer’s principal business Term of office Position Responsibility Langfang City Property development From August 1998 Sales manager In charge of sales management Property and provision of to August 2000 after sales service Langfang City Property development From August 2000 Vice general Assisting president on daily Property and provision of to August 2006 manager operation after sales service Langfang City Property development From August 2006 Vice president Overall process management of Property and provision of to present property development after sales service

Mr. Wang Yagang (王亞剛), aged 33, was appointed as our executive Director on March 17, 2014. Mr. Wang Yagang is the vice president of our Group, responsible for overall management of industrial town projects. Mr. Wang has 12 years of experience in the real estate industry. He graduated from Agriculture University of Hebei (河北農業大學), located in the PRC, in management of urban economics (城鎮經濟管理), in December 2004.

Major work experience of Mr. Wang includes:

Employer Employer’s principal business Term of office Position Responsibility Langfang City Property development From May 2002 to Office chief In charge of office Property and provision of August 2006 (辦公室主任) administration after sales service Langfang Sheng Shi Planning, design and From August 2006 Vice president Assisting president on overall Construction development of to present management of industrial industrial town town projects projects

Mr. Huang Peikun (黃培坤), aged 52, was appointed as our executive Director on March 17, 2014. Mr. Huang is the chief financial officer of our Group, responsible for our financial management and control. Mr. Huang has 11 years of experience in business management. He received his master’s degree in management science and engineering (管理科學與工程) from Zhejiang University (浙江大學), located in the PRC, in December 1999 and executive master of business administration degree from The Hong Kong University of Science and Technology (香港科技大學), located in Hong Kong, in June 2012. He was qualified as a senior accountant (高級會計師) by the Department of Personnel Affairs of Guangdong Province (廣東省人事廳) in February 2000.

– 281 – DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Major work experience of Mr. Huang includes:

Employer’s principal Employer business Term of office Position Responsibility China Merchants Property Property development From February Chief financial In charge of investment, Development Holding Co., Ltd. and utilities 2003 to officer financial and cost (招商局地產控股股份 management October 2007 (財務總監) management 有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 000024) China Merchants Property Property development From October Director and In charge of investment, Development Holding Co., Ltd. and utilities 2007 to July chief financial and cost (招商局地產控股股份 management 2013 financial management 有限公司), a company listed on officer the Shenzhen Stock Exchange (stock code: 000024) China Merchants Land Limited Property development From June 2012 Chairman of the In charge of formulating (招商局置地有限公司), a and management to August board business strategies company listed on the Hong 2013 Kong Stock Exchange (stock code: 00978) Langfang Vast Zhanyao Property development From November Chief financial Assisting president on 2013 to officer overall business present management Langfang Vast Zhuoyou Property development From November Chief financial Assisting president on 2013 to officer overall business present management Tangshan Zhanyao Property development From November Chief financial Assisting president on 2013 to officer overall business present management

Non-executive Director

Ms. Zhao Ying (趙穎), aged 43, was appointed as our non-executive Director on February 13, 2014 and a member of remuneration committee on August 6, 2014. Ms. Zhao has six years of experience in real estate industry. Ms. Zhao is the spouse of Mr. Wang Jianjun.

Major work experience of Ms. Zhao includes:

Employer Employer’s principal business Term of office Position Responsibility Langfang City Property development From February 2008 Director Participating in decision making Property and provision of to present procedures, but not after sales service participating in the day-to-day management

– 282 – DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Independent Non-executive Directors

Ms. Zhang Xiaomei (張曉梅), aged 43, was appointed as our independent non-executive Director on August 6, 2014 and a member of audit committee, nomination committee and remuneration committee on August 6, 2014. Ms. Zhang has over 15 years of experience in business management. She received her bachelor’s degree in Accounting from the Beijing College of Economics (北京經濟學院), now known as the Capital University of Economics and Business (首都經貿大學), located in the PRC, in July 1992 and her executive master of business administration degree from The Cheung Kong Graduate School of Business (長江商學院), located in the PRC, in September 2010.

Major work experience of Ms. Zhang includes:

Employer’s principal Employer business Term of office Position Responsibility Avon Products (China) Manufacturer and From September General manager in In charge of sales and Co., Ltd. (雅芳（中國） global distributor 1999 to February Beijing area (北京地 marketing 有限公司) of beauty, 2006 區總經理), general household, and manager in North personal care China area (華北地區 products 總經理), sales director in North China (中國北區銷售總監) and senior sales director in North China (中國北區高級銷售總監) Elizabeth Arden (Shanghai) Manufacturer and From March 2006 to Sales director in China In charge of sales and Cosmetics and global distributor December 2010 area (中國地區銷售 marketing Fragrances Trading Ltd of skin care and 總監) beauty products Riverside Investment Investment in real From January 2011 Vice president In charge of human Group Co., Ltd.* estate, finance, to May 2011 resources, (山水文園投資集團 tourism, culture, investment and 有限責任公司) advertisement and financing media Wanda Department Store Chain department From June 2011 to Vice general manager In charge of business Co., Ltd.* store and retail June 2013 promotion (萬達百貨有限公司) activities in China Riverside Investment Investment in estate, From June 2013 to President In charge of Group Co., Ltd.* finance, tourism, present overall business (山水文園投資集團 and culture and management 有限責任公司) advertisement and media, etc.

– 283 – DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Mr. Wei Yu (魏宇), aged 45, was appointed as our independent non-executive Director on August 6, 2014 and the chairman of remuneration committee and a member of audit committee and nomination committee on August 6, 2014. Mr. Wei has 11 years of experience in business management. He attended an executive master of business administration programme at Cheung Kong Graduate School of Business (長江商學院), located in the PRC, in October 2007.

Major work experience of Mr. Wei includes:

Employer’s principal Employer business Term of office Position Responsibility Beijing Artes Investment Solar power From January 2003 Director and general Decision making and in Co., Ltd.* (北京阿特 company to present manager charge of daily 斯投資有限公司) operation China Railway Modern Logistics company From January 2007 Vice chairman of the In charge of the Logistics Technology to present board of directors formulation of Co., Ltd.* (中鐵現代 strategies, financial and 物流科技股份有限公 cost management, 司) investment and the profit distribution Beijing Bishui Kaiyuan Investment From December Delegate (委派代表) Decision making and in Asset Management management, 2010 to present charge of daily Center* (北京碧水開 assets operation 元資產管理中心) management and relating consultation Beijing Bishui Xinsheng Investment From December Delegate (委派代表) Decision making and in Asset Management management, 2010 to present charge of daily Center* (北京碧水鑫 assets operation 盛資產管理中心) management and relating consultation Beijing Bishui Runlin Investment From December Delegate (委派代表) Decision making and in Asset Management management, 2010 to present charge of daily Center* (北京碧水潤 assets operation 霖資產管理中心) management and relating consultation Guangxi Dirun Mining mining company From April 2011 to Director In charge of the Investment Co., Ltd.* present formulation of (廣西地潤礦業投資有 strategies, financial and 限公司) cost management, investment and the profit distribution

– 284 – DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Employer’s principal Employer business Term of office Position Responsibility Beijing Xingfu Hengyuan Investment From May 2012 to Director In charge of the Investment management, present formulation of Management Co., assets strategies, financial and Ltd.* (北京幸福恒遠 management and cost management, 投資管理有限公司) consultation investment and the profit distribution Guangzhou Zhongtie Property From July 2013 to Vice chairman of the In charge of the Taibo Real Estate Co., development and present board of directors formulation of Ltd.* (廣州中鐵泰博 management strategies, financial and 置業有限公司) cost management, investment and the profit distribution 500.com Limited, a Online sports lottery From November Independent Participating in making company listed on the service provider 2013 to present non-executive significant decisions New York Stock Director and giving advice on Exchange (NYSE: corporate governance, WBAI) connected transactions, and remuneration and nomination of Directors and senior management, but not participating in the day-to-day management Guizhou Longyuan Real Property From March 2014 to Vice chairman of the In charge of the Estate Co., Ltd.* (貴 development and present board of directors formulation of 州龍緣置業有限公司) management strategies, financial and cost management, investment and the profit distribution

Dr. Wong Wing Kuen, Albert (王永權博士), aged 63, was appointed as our independent non-executive Director on August 6, 2014 and the chairman of audit committee on August 6, 2014. Dr. Wong has ten years of experience in accounting. He holds a Doctor of Philosophy in Business Administration from the Bulacan State University, Republic of the Philippines since December 4, 2010. He is member of following institutions, including being:

• a fellow member of The Institute of Chartered Secretaries and Administrators; • a fellow member of The Hong Kong Institute of Chartered Secretaries; • a fellow member of The Taxation Institute of Hong Kong; • a member of the Hong Kong Securities and Investment Institute; • a member of the Hong Kong Securities Institute; • a fellow member of Association of International Accountants; • a fellow member of Society of Registered Financial Planners; • a member of The Chartered Institute of Arbitrators; • an associate member of The Chartered Institute of Bankers in Scotland; and • a full member of Macau Society of Certified Practicing Accountants.

– 285 – DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Major work experience of Dr. Wong includes:

Employer’s principal Employer business Term of office Position Responsibility APAC Resources Limited, a Natural resources From July 6, 2004 Independent Review and supervise company listed on the Hong investment and to present non-executive financial reporting Kong Stock Exchange commodities director, chairman of process and (stock code: 1104) business audit committee internal control system and provide advice and comments Solargiga Energy Holdings Manufacturer of From January 12, Independent Review and supervise Limited, a company listed mono-crystalline 2008 to present non-executive financial reporting on the Hong Kong Stock silicon solar director, chairman of process and Exchange (stock code: 757) ingots and wafers audit committee internal control system and provide advice and comments Rare Earths Global Limited, a Mining services From April 4, 2012 Independent Review and supervise company listed on the to present non-executive financial reporting London Stock Exchange – director, chairman of process and AIM Market audit committee internal control system and provide advice and comments China Merchants Land Property From June 2, 2012 Independent Review and supervise Limited, a company listed development and to present non-executive financial reporting on the Hong Kong Stock management director, chairman of process and Exchange (stock code: 978) audit committee internal control system and provide advice and comments KND & Co. CPA Limited Private professional From January 2, Principal consultant Provision of accounting firm 2014 to present accounting service in Hong Kong

Please refer to the section headed “Statutory and General Information – C. Further Information About Our Directors And Substantial Shareholders” in Appendix V to this prospectus for details of our Directors’ interests in our Shares (within the meaning of Part XV of the SFO), particulars of our Directors’ service agreements and Directors’ remuneration.

Save as disclosed above, none of the directors has been a director in any public companies, the securities of which are listed in Hong Kong or overseas stock markets over the past three years, and there are no other matters relating to his/her appointment as a Director that need to be brought to the attention of our Shareholders and there is no other information in relation to his/her appointment which is required to be disclosed pursuant to Rule 13.51(2) of the Hong Kong Listing Rules.

– 286 – DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

SENIOR MANAGEMENT

The following table sets forth certain information regarding the Group’s senior management.

Relationship with other Date of joining Senior management and Name Age the Group Position Roles and Responsibilities Directors WANG Jianjun 51 June 15, Chairman of the Board, Overall strategy, business, Spouse of (王建軍) 1995 executive Director, investment planning and Ms. Zhao Ying president and chairman management of our of the nomination Group committee YANG Yun 40 August 3, Executive Director and Strategy and development, none (楊允) 1998 vice president expansion of industrial town projects and property development and overall process management of property development WANG Yagang 33 May 20, Executive Director and Overall management of none (王亞剛) 2002 vice president industrial town projects HUANG Peikun 52 November Executive Director and Financial management and none (黃培坤) 17, 2013 chief financial officer control XU Ming 47 March 20, Vice president Capital management and none (徐明) 2006 the daily operation of Langfang Sheng Shi Construction CUI Xiangxu 44 June 15, Vice president Finance, cost and legal none (崔向旭) 1995 management

Our executive Directors, namely Wang Jianjun (王建軍), Yang Yun (楊允), Wang Yagang (王亞剛) and Huang Peikun (黃培坤), concurrently hold senior management positions in our Group. For each of their biographies, please refer to “– Board of Directors – Executive Directors” in this section above.

Mr. Xu Ming (徐明), aged 47, was appointed as our vice president on March 20, 2006. He is responsible for our capital management and the daily operation of Langfang Sheng Shi Construction. Mr. Xu has 30 years of experience in business management. He has been the member of the Standing Committee of the seventh Chinese People’s Political Consultative Conference in Anci district, Langfang City, Hebei province (廊坊市安次區政協七屆委員會常務委員) since January 2012. Mr. Xu graduated from Tianjin University of Finance and Economics (天津財經大學), formerly known as Tianjin College of Finance and Economics (天津財經學院), located in the PRC, in master’s course of economics (經濟學) in June 1999. He was qualified as a senior economist (高級經濟師) by the Agriculture Bank of China, Hebei branch (中國農業銀行河北省分行) in December 1999.

– 287 – DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Major work experience of Mr. Xu includes:

Employer’s principal Employer business Term of office Position Responsibility Agriculture Bank of General banking From September Staff, vice chief (副處 In charge of daily operation China, Langfang service 1984 to January 長) and chief (處長) of credit department Branch (農業銀行 1998 of credit department 廊坊分行) Agriculture Bank of General banking From January 1998 President (行長) In charge of overall business China, Langfang service to March 2006 management Branch, Jiefang Lane Sub-branch (農業銀行廊坊分行解放道支行) Langfang Sheng Shi Planning, design and From March 2006 to Standing vice president Assisting president on daily Construction development of present (常務副總裁) operation industrial town projects

Ms. Cui Xiangxu (崔向旭), aged 44, was appointed as our vice president on August 3, 2006. She is responsible for our finance, cost and legal management. Ms. Cui has 19 years of experience in business management in real estate market. Ms. Cui graduated from the Lang Fang Radio & TV University (廊坊廣播電視大學), located in the PRC, majoring in accounting (會計學), a correspondence course, in July 1992. She was qualified as an economist (經濟師) by the Medium Level Title Assessment Committee for Langfang Rural Enterprises (廊坊市鄉鎮企業中級職稱評委會) in September 2001.

Major work experience of Ms. Cui includes:

Employer Employer’s principal business Term of office Position Responsibility Langfang City Property development From June 1995 to Manager in finance In charge of the daily Property and provision of after August 1998 department operation of finance sales service department and formulating financial plan Langfang City Property development From August 1998 Vice general manager Assisting president on daily Property and provision of after to August 2006 operation sales service Langfang City Property development From August 2006 Vice president Assisting president on daily Property and provision of after to present operation sales service

Save as disclosed in this prospectus, each of our members of our senior management has not been a director of any public company, the securities of which are listed on any securities market in Hong Kong or overseas in the three years immediately preceding the date of this prospectus.

– 288 – DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

COMPANY SECRETARY

Ms. To Yee Man (杜依雯), aged 30, was appointed as the company secretary of our Group on March 4, 2014. Ms. To has more than seven years of experience in accounting and finance. She had been working at Ernst & Young from September 2006 to August 2013 and served as an audit manager (審計經理) before her resignation. Ms. To received her bachelor of business administration in operations management and accounting from Hong Kong University of Science and Technology, Hong Kong, in June 2006. She has been a fellow member of the Hong Kong Institute of Certified Public Accountants since January 2010.

BOARD OF DIRECTORS’ COMMITTEES

The Board delegates certain responsibilities to various dedicated committees. In accordance with the relevant regulations, the Articles and the Hong Kong Listing Rules, we have formed three board committees, including the audit committee, the nomination committee and the remuneration committee.

Audit Committee

The audit committee of the Company consists of three Directors, namely Dr. Wong Wing Kuen, Albert, Zhang Xiaomei and Wei Yu. The chairman of the audit committee is Dr. Wong Wing Kuen, Albert, our independent non-executive Director.

The primary duties of our audit committee are to review and supervise our financial reporting process and internal control system and provide advice and comments to our Board.

Remuneration Committee

The remuneration committee of the Company consists of three Directors, namely Wei Yu, Zhao Ying and Zhang Xiaomei. The chairman of the remuneration committee is Wei Yu, our independent non-executive Director.

The primary duties of our remuneration committee are to make recommendations to our Directors on our policy and structure for all remuneration of our Directors and senior management and on the establishment of a formal and transparent procedure for developing policies on such remuneration, determine the terms of the specific remuneration package of such executive Director and senior management and review and approve performance-based remuneration by reference to corporate goals and objectives resolved by our Directors from time to time.

Nomination Committee

The nomination committee of the Company consists of three Directors, namely Wang Jianjun, Wei Yu and Zhang Xiaomei. The chairman of the nomination committee is Wang Jianjun, our chairman and executive Director.

– 289 – DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

The primary duties of our nomination committee are to review the structure, size and composition of our Board on a regular basis and make recommendations to the Board regarding any proposed changes, identify, select or make recommendations to our Board on the selection of individuals nominated for directorships, assess the independence of our independent non-executive Directors and make recommendations to the Board on the relevant matters relating to the appointment or reappointment of our Directors and succession planning for our Directors.

CORPORATE GOVERNANCE

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 after the Listing.

Pursuant to code provision A.2.1 of the Corporate Governance Code, the role of chairman and the president should be segregated and should not be performed by the same individual. However, we do not have a separate chairman and president as Mr. Wang Jianjun currently performs these two roles. Our Board believes that vesting the roles of both chairman and president in the same person has the benefit of ensuring consistent leadership within our Group and enables more effective and efficient overall strategic planning for our Group. Our Board considers that the balance of power and authority for the present arrangement will not be impaired and this structure will enable our Company to make and implement decisions promptly and effectively. Our Board will continue to review and consider splitting the roles of chairman of our Board and president of our Company at a time when it is appropriate and suitable by taking into account the circumstances of our Group as a whole.

COMPENSATION OF DIRECTORS AND SENIOR MANAGEMENT

The remuneration (including fees, salaries contribution to retirement benefit scheme and discretionary performance related bonus) paid to Directors and senior management in aggregate for the years ended December 31, 2011, 2012 and 2013 and the three months ended March 31, 2014 was RMB629,000, RMB643,000, RMB651,000 and RMB570,000, respectively, representing 0.1%, 0.1%, 0.1% and 0.2% of our revenue during those periods.

The remuneration (including salaries contribution to retirement benefit scheme and discretionary performance related bonus) paid to our Group’s five highest paid individuals in aggregate for the years ended December 31, 2011, 2012 and 2013 and the three months ended March 31, 2014 was RMB1,352,000, RMB1,365,000, RMB1,377,000 and RMB695,000, respectively.

For the year ending December 31, 2014, the estimated total compensation payable to the Directors amounts to approximately RMB5,760,000.

During the Track Record Period, none of the Directors and senior management nor the five highest paid individuals waived any emoluments and no emoluments were paid by the Group to any of the Directors and the five highest paid individuals as an inducement to join or upon joining the Group or as compensation for loss of office.

Save as disclosed above, no other payments have been made, or are payable, in respect of the Track Record Period, by the Group to or on behalf of any of the Directors of the Group’s five highest paid individuals.

– 290 – DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

For additional information on Directors’ remuneration during the Track Record Period as well as information on the highest paid individuals, please refer to note 14 in the accountants’ report as set out in Appendix I to this prospectus.

Our employees in the PRC participate in various pension schemes organized by the relevant municipal and provincial governments under which we are required to make monthly contributions to these plans. The local government is responsible for the planning, management, and supervision of the scheme, including collecting and investing the contributions and paying out the pensions to the retired employees.

We participate in a provident fund scheme registered under the mandatory Provident Fund Schemes Ordinance (Chap 485 of the Laws of Hong Kong) for all our employees in Hong Kong. Contributions from us are 100% vested in each employee immediately but, subject to limited exceptions, all benefits derived from the mandatory contributions must be preserved until the employees reaches the retirement age of 65 or ceases employment and attains the age of 60. Our contributions to the provident fund scheme in Hong Kong can be used to offset any long service payments or severance payments payable and are deductible for income tax purposes.

The total amount of payments we made for such employee pension schemes for the years ended December 31, 2011, 2012 and 2013 and the three months ended March 31, 2014 was approximately RMB2,100,000, RMB2,800,000, RMB2,400,000 and RMB1,400,000, respectively.

COMPLIANCE ADVISOR

Our Company has appointed Emperor Capital Limited as its compliance advisor pursuant to Rule 3A.19 of the Hong Kong Listing Rules.

The material terms of the compliance advisor’s agreement entered into between our Company and the compliance advisor are as follows:

(1) the compliance advisor’s appointment shall be for a period commencing on the date on which our Shares are listed on the Stock Exchange and ending on the date on which our Company complies with Rule 13.46 of the Hong Kong Listing Rules in respect of the financial results of our Group for the first full financial year commencing from the Listing Date;

(2) the compliance advisor shall, when consulted by our Company, provide our Company with services including guidance and advice as to compliance with the requirement of the Hong Kong Listing Rules and other applicable laws, rules, codes and guidelines, and accompany our Company to any meetings with the Hong Kong Stock Exchange;

(3) our Company may terminate the appointment of the compliance advisor and will exercise such right in compliance with Rule 3A.26 of the Hong Kong Listing Rules. The compliance advisor will have the right to terminate its appointment as compliance advisor under certain specific circumstances and upon notification of the reason of its resignation to the Hong Kong Stock Exchange; and

– 291 – DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

(4) during the period of appointment, our Company must consult with, and if necessary, seek advice from the compliance advisor on a timely basis 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 proceeds of the initial public offering in a manner different from that detailed in this Prospectus or where our business activities, developments or results materially deviate from any forecast, estimate, or other information in this Prospectus; and

(d) where the Hong Kong Stock Exchange makes an inquiry of our Company regarding unusual movements in the price or trading volume of our Company.

– 292 –