Directors and Senior Management

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT DIRECTORS AND SENIOR MANAGEMENT

OVERVIEW

The management of our business is supervised by our Board, which consists of twelve Directors: five executive Directors, three non-executive Directors and four independent non-executive Directors. Our Directors were all appointed for a term of three years, which is renewable upon re-election and re-appointment. The functions and duties of our Board include, but not limited to, convening Shareholders’ meetings, reporting our Board’s work at the Shareholders’ meetings, implementing the resolutions passed at the Shareholders’ meetings, determining our business plans and investment plans, formulating our annual budget and final accounts, formulating our proposals for profit distributions and for the increase or reduction of authorised capital as well as exercising other powers, functions and duties as conferred by the Articles of Association.

The following table sets out information regarding our Directors and our senior management.

Date of appointment as Date of first Director or Relationship with Position in joining our senior other Directors or Name Age our Company Group management Responsibilities senior management Mr. Chang Chih Lung 91 Founder, Honorary Founder 19 May 2016 Responsible for Father of Mr. Chang (張之龍)...... Chairman and formulation of our Yoe Chong Felix non-executive strategic directions Director and for high level oversight of our management and operations

Mr. Chang Yoe Chong 51 Chairman, Chief 1 April 1992 19 May 2016 Responsible for our Son of Mr. Chang Felix (張有滄)...... Executive Officer overall business Chih Lung and executive strategy and major Director business decisions and oversight of our operation

Mr. Chan Kwok Keung 50 Vice Chairman and 3 March 1995 9 September Responsible for N/A (陳國強)...... executive Director 2016 oversight of our sales and marketing

Mr. Kwok Yau Lung 39 Chief Operating 27 September 9 September Responsible for our N/A Anthony Officer and 2000 2016 logistic, (郭猶龍)...... executive Director procurement, brand development and management

Ms. Jia Ziying 40 Executive Director 1 July 1997 9 September Responsible for our Spouse of Mr. Li (賈子英)...... 2016 product research Yanbo and development, and the overall manufacturing management

Mr. Li Yanbo 46 Executive Director 3 September 9 September Responsible for our Spouse of Ms. Jia (李炎波)...... 1995 2016 sales and Ziying marketing in the PRC

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Date of appointment as Date of first Director or Relationship with Position in joining our senior other Directors or Name Age our Company Group management Responsibilities senior management Mr. Chan Lau 50 Non-executive 25 March 9 September Responsible for N/A Yui Kevin Director 2015 2016 formulation of our (陳劉裔)...... strategic directions and for high level oversight of our management and operations

Mr. Chan Hoi Sing Harold 50 Non-executive 25 March 19 May 2016 Responsible for N/A (陳愷承)...... Director 2015 formulation of our strategic directions and for high level oversight of our management and operations

Mr. Lau Ip Keung 50 Independent 19 June 2017 19 June 2017 Responsible for N/A Kenneth non-executive giving strategic (劉業強)...... Director and independent advice and guidance on our business and operations

Mr. Sin Hendrick 42 Independent 19 June 2017 19 June 2017 Responsible for N/A (冼漢廸)...... non-executive giving strategic Director and independent advice and guidance on our business and operations

Dr. Yung Bruce Pak 56 Independent 19 June 2017 19 June 2017 Responsible for N/A Keung non-executive giving strategic (容伯強)...... Director and independent advice and guidance on our business and operations

Mr. Szeto Yuk Ting 50 Independent 19 June 2017 19 June 2017 Responsible for N/A (司徒毓廷)...... non-executive giving strategic Director and independent advice and guidance on our business and operations

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Date of appointment as Date of first Director or Relationship with Position in joining our senior other Directors or Name Age our Company Group management Responsibilities senior management Ms. Leung Pui Yee 39 Chief Financial 9 May 2011 9 September Responsible for N/A (梁貝怡)...... Officer and 2016 supervising company secretary financial reporting, corporate finance, treasury, tax and other financial related matters, and overseeing investment activities and transactions

Mr. Hui Wing Ki 38 Senior manager 9 August 2001 1 January 2012 Responsible for N/A (許榮基)...... procurement of human hair, and sales and marketing of high-end human hair extensions

Ms. Chan Chi Yau 40 Senior manager 5 August 2002 9 December Responsible for sales N/A (陳至柔)...... 2013 and marketing of Halloween products and e-commence business

DIRECTORS

Executive Directors

Mr. Chang Yoe Chong Felix, aged 51, has been our Director since the incorporation of our Company on 19 May 2016. Mr. Chang Yoe Chong Felix was re-designated as our executive Director and appointed as our Chief Executive Officer on 9 September 2016. He is also our Chairman and has assumed various positions in our subsidiaries including a director of Evergreen Factory, a director of EPF Global, a director of EPF International, the sole director and manager of Kunming Evergreen, a director of Evergreen Factory (BD), a director of Gold Timing, the manager of Evergreen Factory (YZ) and the manager of Shenzhen Evergreen. He is responsible for our overall business strategy and major business decisions. He also oversees our operation in Hong Kong, China, Bangladesh and Japan.

Mr. Chang Yoe Chong Felix joined our Group in April 1992 as a manager and was promoted to be our Vice-Chairman and Managing Director in September 1996. He accumulated over 25 years of experience in the hair goods industry. Since joining our Group, Mr. Chang has been responsible for our business strategies and decision-making. Mr. Chang also developed and modified our Group’s strategies relating to production, market strategies, and research and development. He has also proposed directional recommendations to our Company by discovering new business opportunities. Mr. Chang Yoe Chong Felix has also significantly expanded our scale of production which has led to our current leading position in the hair goods industry.

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Mr. Chang Yoe Chong Felix obtained a Master of Science degree in Information Technology for Manufacture and a Bachelor of Science degree with honours in Computer and Management Sciences from the University of Warwick in the United Kingdom in July 1992 and July 1990, respectively. Mr. Chang Yoe Chong Felix is the son of Mr. Chang Chih Lung.

Mr. Chang Yoe Chong Felix was a director of Adland Limited, Golden Times, Allied Glory, Evergreen Mongla, Hopcheer and Century Laureates of Science and Technology (Shenzhen) Co., Ltd.* (世紀雄才科技(深圳)有限公司)(“Century Laureates”). Adland Limited, a company engaged in the trading of hair goods, was dissolved by way of deregistration on 11 September 2015. Golden Times had not commenced business and was administratively dissolved on 25 September 2015 due to its inactivity. Allied Glory and Evergreen Mongla, companies engaged in the trading of hair goods, were dissolved by way of struck-off on 13 April 2015 and 26 June 2014, respectively. Hopcheer, a quality control adviser, was dissolved by way of deregistration on 13 March 2015. Century Laureates, a commissioned agent established in the PRC with limited liability, is in the process of deregistration.

Mr. Chan Kwok Keung, aged 50, was appointed as our executive Director and Vice Chairman on 9 September 2016. Mr. Chan is currently the head of our sales and marketing department and primarily responsible for overseeing our sales and marketing.

Mr. Chan joined our Group in March 1995 and accumulated over 21 years of experience in our sales and marketing. He has held various positions in our Group, including director of Evergreen Factory, director of EPF Global, director of EPF International, director of Evergreen Factory (BD), as well as director of Gold Timing. Before joining our Group, Mr. Chan worked in the Korea Trade Centre, the Korean Trade-Investment Promotion Agency, as a market research officer from September 1990 to April 1994.

Mr. Chan obtained a Higher Diploma in Institutional Management and Catering Studies from the Hong Kong Polytechnic University (formerly known as the Hong Kong Polytechnic) in November 1990.

Mr. Chan was a director of Allied Glory and Evergreen Mongla. Allied Glory and Evergreen Mongla, companies engaged in the trading of hair goods, were dissolved by way of struck-off on 13 April 2015 and 26 June 2014 due to their inactivity, respectively.

Mr. Kwok Yau Lung Anthony, aged 39, was appointed as our executive Director and Chief Operating Officer on 9 September 2016. Mr. Kwok is currently the head of our logistic, procurement and human resources and administration department. He is primarily responsible for our logistic, procurement, brand development and management.

Mr. Kwok joined our Group in September 2000. After heading to Japan for his further education in October 2003, Mr. Kwok returned to our Group in April 2005. From April 2005 to July 2012, Mr. Kwok worked for our Group and held last position as a director of Evergreen Factory. He assisted us in setting up our e-commerce business in Japan and establishing our Bangladesh Production Base. Prior to Mr. Kwok’s current employment with our Group in June 2016, Mr. Kwok worked at Direct Source (Far East) Limited, a garment manufacturer, from November 2012 to January 2015 and from March 2015 to May 2016, respectively, and was responsible for all merchandising activities.

Mr. Kwok obtained a Bachelor of Science in Mathematics from the Hong Kong University of Science and Technology in July 2000.

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Ms. Jia Ziying, aged 40, was appointed as our executive Director on 9 September 2016. Ms. Jia is currently the head of our research and development department and production coordination department and is primarily responsible for our product research and development, and the overall manufacturing management. She is also a director of Evergreen Factory.

Ms. Jia joined our Group in July 1997 and accumulated over 19 years of experience in design and development of the hair goods. In February 2002, she set up a product design, research and development division for wigs made by sewing machines. In February 2009, Ms. Jia took charge of the product design, research and development division for weaving products. In February 2011, she was promoted to the head of our research and development department and production coordination department. As the head of our production coordination department, Ms. Jia has been primarily responsible for overseeing production and operations management. In March 2011, Ms. Jia also took charge of the product design, research and development division for Halloween products.

Ms. Jia obtained a Diploma in Accounting and Statistics from Chongqing Radio and TV University (重慶廣播電視大學) in October 1997. Ms. Jia is the spouse of Mr. Li Yanbo, an executive Director.

Mr. Li Yanbo, aged 46, was appointed as our executive Director on 9 September 2016. He is primarily responsible for our sales and marketing in the PRC. Mr. Li is also a director of Evergreen Factory (SZ) and Evergreen Factory.

Mr. Li has over 20 years of experience in sales and marketing and has assumed various positions in our Group. Mr. Li joined our Group in September 1995 as a merchandiser in Shenzhen Evergreen and was later promoted to its production planner and production director in October 1996 and February 1997, respectively. In October 1998, Mr. Li was further promoted to the manager of the PRC marketing department in Kunming Evergreen. Since then, he has been primarily responsible for our sales and marketing in the PRC, including but not limited to sales, marketing planning, market information collection and after-sales service.

Mr. Li graduated from Northwest A&F University (西北農林科技大學) majoring in Environmental Monitoring and Assessment (distance learning) in July 2016. He graduated from a two-year programme in business administration of China Sociology Correspondence University (中國社會學函授大學) (not MOE accredited) (distance learning) in August 2004. In July 1990, he completed two years of study majoring in English in Hunan Wulingyuan Foreign Language School (湖南武陵源外國語學校).

In March 2003, Mr. Li obtained a Qualification Certificate for National Marketing Manager approved and issued by the Marketing Professional Committee of China Business Manager Association. Mr. Li is the spouse of Ms. Jia Ziying, an executive Director.

Non-executive Directors

Mr. Chang Chih Lung, aged 91, the founder of our Group, has been our Director since the incorporation of our Company on 19 May 2016 and was re-designated as our non-executive Director and appointed as our Honorary Chairman on 9 September 2016. He has also assumed various positions in our subsidiaries including a director of Evergreen Factory, a director of EPF Global, a director of EPF International and the legal representative of Evergreen Factory (YZ). Mr. Chang Chih Lung was a director of Adland Limited, a company engaged in the trading of hair goods and dissolved by way of deregistration on 11 September 2015. Mr. Chang has over 40 years of experience in the hair goods industry. In 1984, Mr. Chang Chih Lung established a hair goods production plant and our predecessor in Guangzhou, China. He is responsible for formulation of our strategic directions and for high level oversight of our management and operations.

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Mr. Chang Chih Lung has been the honorary life president of the Association of H.K. Yunnan Fellow Provincials Ltd. (雲南旅港同鄉會) since January 2009. Mr. Chang Chi Lung is the father of Mr. Chang Yoe Chong Felix.

Mr. Chan Lau Yui Kevin, aged 50, was appointed as our non-executive Director on 9 September 2016, representing SEAVI Advent, our [REDACTED] investor. He is also a director of Evergreen Investment and Evergreen Factory. Mr. Chan is responsible for formulation of our strategic directions and for high level oversight of our management and operations. Mr. Chan is also a senior partner of SEAVI Advent Private Equity Limited, overseeing its fund management activities for private equity investments in Greater China. Mr. Chan is also an executive director and a responsible officer of SEAVI Advent Ocean Private Equity Limited, a company licensed to conduct type 9 (asset management) regulated activities under the SFO.

Mr. Chan first joined Advent International Corporation as the Principal of its Technology and Communications Investment in its Hong Kong office in May 2000. He has been with SEAVIAdvent Equity Limited, the Asian affiliate of Advent International Corporation since July 2002. Prior to the employment in Advent International Corporation, Mr. Chan worked at HSBC Investment Bank Asia Limited from June 1999 to May 2000 and his last position was an associate director, and earlier worked as an associate in the Investment Banking Division of Goldman Sachs (Asia) L.L.C. from 1997 to 1999.

Mr. Chan obtained a Master of Business Administration degree from Columbia University in May 1997, a Master of Arts degree from the University of Cambridge in May 1993, a Master of Science degree in Electrical Engineering from Polytechnic University in the U.S. (currently known as New York University Polytechnic School of Engineering) in June 1991 and a Bachelor of Arts degree from the University of Cambridge in July 1989. He is a member of the Institution of Engineering and Technology and the Institute of Electrical and Electronics Engineers, respectively, and is a Chartered Engineer. Mr. Chan has been a responsible officer licensed under the SFO to engage in type 9 (asset management) regulated activities since July 2008. He was awarded the Pearson SRF BTEC Level 7 Advanced Professional Diploma for the Financial Times Non-Executive Director by Pearson Education Ltd in May 2016.

Mr. Chan Hoi Sing Harold, aged 50, has been our Director since the incorporation of our Company on 19 May 2016 and was re-designated as our non-executive Director on 9 September 2016, representing SEAVIAdvent, our [REDACTED] investor. He is also a director of Evergreen Factory. Mr. Chan Hoi Sing Harold is responsible for formulation of our strategic directions and for high level oversight of our management and operations. Mr. Chan is also an executive director and a responsible officer of SEAVI Advent Ocean Private Equity Limited, a company licensed to conduct type 9 (asset management) regulated activities under the SFO. He is involved in deal sourcing and structuring, due diligence, investment committee activities and Hong Kong investor relations.

In February 2004, Mr. Chan founded Shun Hing Capital (Asia) Limited, the investment arm of Shun Hing Group, and oversees its investment activities. Prior to this, he served as a vice president, Mergers & Acquisitions of PCCW where he focused on structuring transactions for the group’s mergers & acquisitions activities and venture capital investments from February 2000 to March 2003. Before joining PCCW, Mr. Chan was an assistant manager of the Listing Division of the Stock Exchange. His prior career included Tokai Bank Europe Limited and KPMG in the United Kingdom.

Mr. Chan obtained a Master of Arts degree from the University of Cambridge in March 1993 and a Bachelor of Arts degree from the University of Cambridge in June 1989. Mr. Chan is a Chartered Accountant of the Institute of Chartered Accountants in England and Wales and has been a fellow of the Institute of Chartered Accountants in England and Wales since April 2011.

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Independent Non-executive Directors

Mr. Lau Ip Keung Kenneth, aged 50, was appointed as our independent non-executive Director on 19 June 2017. Mr. Lau is responsible for giving strategic and independent advice and guidance on our business and operations.

Mr. Lau is the vice chairman of Wing Tung Yick Holdings Limited, and the chairman of Super Clean Agricultural Technology International Limited, a company principally engaged in agricultural business. He has assumed various positions in numerous statutory bodies in the HKSAR, including member of the Legislative Council of Hong Kong for the Heung Yee Kuk functional constituency since October 2016; member of Tuen Mun District Council since May 2016; the chairman of the Heung Yee Kuk since June 2015; an indigenous inhabitant representative of Lung Kwu Tan, Tuen Mun, since May 2016; and the chairman of the Tuen Mun Rural Committee since May 2016. He is also a member of the National Committee of the Chinese People’s Political Consultative Conference since March 2013.

Mr. Lau obtained a Bachelor of Science (Economics) degree with Honours in Statistics from the London School of Economics and Political Science, the University of London in August 1990. He was appointed by the HKSAR Government as a New Territories Justice of the Peace in 2007 and a Justice of the Peace in 2002, respectively, and also awarded the Medal of Honour in 1999 by the HKSAR Government.

Mr. Sin Hendrick, aged 42, was appointed as our independent non-executive Director on 19 June 2017. Mr. Sin is responsible for giving strategic and independent advice and guidance on our business and operations.

Mr. Sin is a founding partner of China Prosperity Capital Fund. He is also the vice chairman of CMGE Group Limited. Between August 2011 and August 2016, Mr. Sin was the vice chairman of China Mobile Games & Entertainment Group Ltd, a company listed on the NASDAQ market in United States from September 2012 to August 2015. Between July 2013 and August 2015, Mr. Sin was an independent non-executive director of AID Partners Capital Holdings Limited, a company listed on the Stock Exchange (Stock Code: 8088). Between March 2009 and October 2012, Mr. Sin was an executive director and the chief financial officer of V1 Group Limited, a company listed on the Stock Exchange (Stock Code: 0082).

Mr. Sin obtained a Master of Science degree in Engineering Economic Systems and Operations Research from Stanford University in June 1997. He also obtained three Bachelor of Science degrees in Mathematics/Computer Science, Economics and Industrial Management from Carnegie Mellon University in May 1996. Mr. Sin is a member of The Hong Kong Institute of Directors.

Mr. Sin has been appointed as the manager of Majesty Enterprises Limited Taiwan Branch, a branch office of Majesty Enterprises Limited engaged in mobile game business in Taiwan, since August 2015. The board of directors of Majesty Enterprises Limited resolved to voluntarily wind up Majesty Enterprises Limited Taiwan Branch in April 2016 and Majesty Enterprises Limited Taiwan Branch is in the process of liquidation.

Dr. Yung Bruce Pak Keung, aged 56, was appointed as our independent non-executive Director on 19 June 2017. Dr. Yung is responsible for giving strategic and independent advice and guidance on our business and operations.

Dr. Yung has been the founder and managing director of BVB Group Ltd, a development and advisory firm in the renewables, sustainability and energy spaces, since September 2015. He is also a senior advisor to Canaccord Genuity (Hong Kong) Limited.

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Dr. Yung had assumed various positions in companies listed on the Stock Exchange, including chief executive officer and executive director of Brightoil Petroleum (Holdings) Limited (Stock Code: 933) from July 2014 to August 2015; and managing director and executive director of China Renewable Energy Investment Limited (Stock Code: 987) from August 2009 to September 2012. He had also held numerous management positions in international companies, including managing director and vice president of Business Development of First Solar China from September 2012 to December 2013.

Dr. Yung obtained a Doctor of Philosophy degree and a Bachelor of Science degree (with Honours) in Chemical Engineering from the University of Birmingham, U.K., in July 1987 and July 1983, respectively. He also obtained a Master of Business Administration degree (distance learning) from Henley Management College, U.K., in November 2012. He completed the 174th session of the Advanced Management Program of Harvard Business School in May 2008. Dr. Yung was admitted as a member of the Hong Kong Institute of Directors since January 2012; a member of the Association of Cost Engineers, U.K., in June 1993; a member of the Institution of Gas Engineers, U.K., in February 1992; a corporate member of the Institution of Chemical Engineers, U.K., in November 1990.

Mr. Szeto Yuk Ting, aged 50, was appointed as our independent non-executive Director on 19 June 2017. Mr. Szeto is responsible for giving strategic and independent advice and guidance on our business and operations.

Mr. Szeto was admitted as a solicitor in Hong Kong in September 1992 and had over 24 years of legal experience. His major areas of practice include civil and criminal litigation, conveyancing and probate. Mr. Szeto co-founded Messrs. Y.T. Szeto & Company, Solicitors in September 1996 and has been the sole proprietor of the firm since January 2001. He also worked in Messrs. Paul Chan & Co., Solicitors from 1993 to 1996.

Mr. Szeto obtained a Postgraduate Certificate in Laws and a Bachelor of Laws degree (with Honours) from the University of Hong Kong in June 1990 and December 1989, respectively.

SENIOR MANAGEMENT

Ms. Leung Pui Yee, aged 39, is our Chief Financial Officer and company secretary, and is responsible for supervising financial reporting, corporate finance, treasury, tax and other financial related matters, and overseeing investment activities and transactions of our Group. She has also assumed various positions in our subsidiaries including a director of Evergreen Factory (BD) and Gold Timing.

Ms. Leung joined us in May 2011 as financial controller and was appointed as our Chief Financial Officer and company secretary on 9 September 2016. Ms. Leung has over 13 years of experience in accounting and financial management. Prior to joining our Group, from September 2003 to September 2010, Ms. Leung worked at Deloitte Touche Tohmatsu, an international accounting firm, and her last position was manager.

Ms. Leung obtained a Bachelor of Arts degree in Accountancy from the Hong Kong Polytechnic University in November 2003. Ms. Leung has been a certified public accountant of the Hong Kong Institute of Certified Public Accountants since February 2011. She is a fellow member of the Association of Chartered Certified Accountants and a member of the Hong Kong Institute of Certified Public Accountants.

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Mr. Hui Wing Ki, aged 38, is our senior manager and primarily is responsible for procurement of human hair and sales and marketing of high-end human hair extension.

Mr. Hui joined us in August 2001 as marketing executive and accumulated over 15 years of experience in sales and marketing. He was promoted to be our senior manager in January 2012. As our senior manager, Mr. Hui focuses on procurement of human hair, including budget estimates and quality and inventory control; sales and marketing of high-end human hair extension; supervision of sales and marketing in Caucasian and Asian markets; and identification of potential growth of existing customers as well as development of new customers in line with our customer objectives in Caucasian and Asian markets.

Mr. Hui obtained a Bachelor of Business Administration degree in China Business Studies (Marketing) from Hong Kong Baptist University in December 2001.

Ms. Chan Chi Yau, aged 40, is our senior manager and is primarily responsible for sales and marketing of Halloween products and e-commence business.

Ms. Chan joined us in August 2002 as senior marketing executive and accumulated over 14 years of experience in sales and marketing. She served as manager in Evergreen Factory from January 2007 to March 2009 and was promoted to our senior manager in December 2013. As our senior manager, Ms. Chan focuses on supervision of sales and marketing for our Halloween product segment, including accounts administration, identification of potential growth of existing customers and development of new customers, as well as our e-commerce business. Before joining us, she worked with Neon King Limited, a decorative lighting manufacturer, from August 1999 to October 2001 and held her last position as marketing supervisor in the marketing department with main responsibilities on supervising daily operations of sales and marketing department, as well as assisting the department manager for the overall administration of the department and coordination with the factory.

Ms. Chan obtained a Bachelor of Business Administration degree from the Chinese University of Hong Kong in May 1999.

The above members of our senior management did not hold any directorship in any other listed companies in the three years immediately preceding the date of this document.

COMMITTEES OF THE BOARD OF DIRECTORS

Our Board delegates certain responsibilities to various committees. In accordance with our Articles of Association and the Listing Rules, we have formed three board committees, namely the nomination committee, the remuneration committee and the audit committee.

Nomination Committee

We established a nomination committee on 19 June 2017 with written terms of reference in compliance with paragraph A.5 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules. Our nomination committee consists of one executive Director and four independent non-executive Directors. The one executive Director is Mr. Chang Yoe Chong Felix and the four independent non-executive Directors are Mr. Lau Ip Keung Kenneth, Mr. Sin Hendrick, Dr. Yung Bruce Pak Keung and Mr. Szeto Yuk Ting. Currently, Mr. Chang Yoe Chong Felix is the chairman of our nomination committee.

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The primary responsibilities of our nomination committee are to assist our Board in formulating the procedures and criteria for electing and appointing our Directors and senior management, conducting initial assessment of qualifications and background of the potential suitable candidates.

Remuneration Committee

We established a remuneration committee on 19 June 2017 with written terms of reference in compliance with Rule 3.25 of the Listing Rules and paragraph B.1 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules. Our remuneration committee consists of one executive Director and four independent non-executive Directors. The one executive Director is Mr. Chang Yoe Chong Felix, and the four independent non-executive Directors are Mr. Lau Ip Keung Kenneth, Mr. Sin Hendrick, Dr. Yung Bruce Pak Keung and Mr. Szeto Yuk Ting. Currently, Mr. Szeto Yuk Ting is the chairman of our remuneration committee.

The primary responsibilities of our remuneration committee are to review and formulate remuneration plans, performance evaluation system and incentive schemes for our Directors and senior management, make proposals to our Board, and oversee the implementation of the plans or systems.

Audit Committee

Pursuant to Rule 3.21 of the Listing Rules, we established an audit committee on 19 June 2017 with written terms of reference in compliance with paragraph C.3 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules. Our audit committee consists of four independent non-executive Directors. The four independent non-executive Directors are Mr. Lau Ip Keung Kenneth, Mr. Sin Hendrick, Dr. Yung Bruce Pak Keung and Mr. Szeto Yuk Ting. Currently, Mr. Sin Hendrick is our chairman of the audit committee.

The primary responsibilities of our audit committee are to assist our Board in providing an independent view of the effectiveness of our Group’s financial reporting process, internal control and risk management system, to oversee the audit process and to perform other duties and responsibilities as assigned by our Board.

COMPENSATION OF DIRECTORS AND SENIOR MANAGEMENT

Our Directors receive compensation in the form of Directors fees, salaries, housing allowances and other allowances, benefits in kind, employer’s contribution to the pension schemes and/or discretionary bonuses. The remuneration package of the senior management is similar to that of our executive Directors. The total compensation accrued to our Directors for the years ended 31 December 2014, 2015 and 2016 were HK$2.2 million, HK$2.5 million and HK$3.1 million, respectively.

Save for Mr. Chan Kwok Keung, no other Director is included in the five highest paid individuals for the years ended 31 December 2014, 2015 and 2016. The aggregate compensation (including fees, salaries, discretionary bonus, defined contribution benefit plans (including pension), housing and other allowances, as well as other benefits in kind) paid to our five highest paid individuals for the years ended 31 December 2014, 2015 and 2016 were HK$4.2 million, HK$5.3 million and HK$3.7 million, respectively.

Under the arrangement currently in force, we estimate the total compensation to be paid or accrued to our Directors for the year ending 31 December 2017 to be HK$2.5 million.

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We did not pay to our Directors or the five highest paid individuals any inducement fees to join us or as compensation for loss of office for the years ended 31 December 2014, 2015 and 2016. Furthermore, none of our Directors waived any compensation for the same period.

Save as disclosed above, no other payments have been paid or are payable, in respect of the three financial years ended 31 December 2014, 2015 and 2016, by us or any of our subsidiaries to our Directors.

DIRECTORS’ INTEREST

Save as disclosed in this section, each of our Directors (i) had no other relationship with any Directors, senior management or substantial or Controlling Shareholders of our Company as at the Latest Practicable Date; and (ii) did not hold any directorship in any other listed companies in the three years immediately preceding the date of this document.

To the best of the knowledge, information and belief of our Directors having made all reasonable enquiries, save as disclosed herein, there was no additional matter with respect to the appointment of our Directors that needs to be brought to the attention of the Shareholders, and there was no additional information relating to our Directors that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules as at the Latest Practicable Date.

SHARE OPTION SCHEME

We have conditionally adopted the Share Option Scheme on 19 June 2017 to enable us to grant share options to selected participants, including our Directors and senior management, as an additional incentive. For details of the Share Option Scheme, see “Statutory and General Information – D. Share Option Scheme” in Appendix IV.

COMPLIANCE ADVISER

We have agreed to appoint China Galaxy International Securities (Hong Kong) Co., Limited to be our compliance adviser upon [REDACTED] on the Stock Exchange in compliance with Rules 3A.19 of the Listing Rules. We have entered into a compliance adviser’s agreement with our compliance adviser prior to the [REDACTED], the material terms of which are as follows:

• the term of office of our compliance adviser will commence on the [REDACTED] and end on the date on which we distribute our annual report in respect of our financial results for the first full financial year commencing after the [REDACTED], unless the agreement is terminated beforehand;

• our compliance adviser will ensure that our Company is properly guided and advised as to compliance with the Listing Rules and other applicable laws, rules, codes and guidelines;

• our compliance adviser will, if required by the Stock Exchange, deal with the Stock Exchange in respect of any or all matters listed in Rule 3A.23 of the Listing Rules; and

• our compliance adviser will discuss with our Company the matters listed under Rule 3A.24 at the time of review of our financing reports and upon us notifying our compliance adviser of a proposed change in the use of [REDACTED]ofour[REDACTED].

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CORPORATE GOVERNANCE CODE

Pursuant to code provision A.2.1 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules, the responsibilities between the Chairman and the Chief Executive Officer should be segregated and should not be performed by the same individual. However, Mr. Chang Yoe Chong Felix currently performs these two roles in our Company. Given the current scale of our operations and our management structure, we consider that entrusting Mr. Chang Yoe Chong Felix, who has been our key leadership figure and chiefly responsible for our business strategy, decisions and operations, to perform both the functions of the Chairman and the Chief Executive Officer of our Company is appropriate. Our Board believes that vesting the roles of both Chairman and Chief Executive Officer 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 considering the background and experience of our Directors and the number of independent non-executive Directors on our Board 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 chief executive officer of our Company at a time when it is appropriate and suitable by taking into account the circumstances of our Group as a whole.

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