DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
GENERAL
The table below sets forth certain information in respect of the members of our Board of Directors, our Supervisory Committee and senior management personnel. For the purpose of this section only, the definition of “Company” also includes our predecessor Chanjet Software.
Position
Date of Joining the Company
Date of
Appointment as Director,
Supervisors or
Members of
Senior
Management Name Age
Directors
Mr. Wang Wenjing
( 王文京 )
49
Brief Description of
Roles and
Responsibilities
Relationship with other
Directors,
Supervisors or Members of Senior
Management
Mr. Wu Zhengping
( 吳政平 )
Mr. Zeng Zhiyong
(
Mr. Liu Yunjie
(
曾志勇
劉韻潔
Mr. Chen, Kevin
Chien-wen
( 陳建文 )
)
)
49
45
71
59
Chairman, non-executive
Director
Non-executive
Director
March 19, 2010
March 19, 2010
March 19, 2010
March 19, 2010
Providing guidance and supervision regarding the business and operation of our
Group
N/A
Providing strategic advice to the business and operation of our
Group
N/A
Executive Director,
President
Independent non-executive
Director
Independent non-executive
Director
March 19, 2010 March 19, 2010 Overall management of our Group’s business operation
N/A
September 8, 2011 September 8, 2011 Providing independent opinion and judgment to our Board, particularly with regard to the business aspects of our
Company
N/A
September 8, 2011 September 8, 2011 Providing independent opinion and judgment to our Board, particularly with regard to the financial aspects of our
Company
N/A
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DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
Name Age
Mr. Lau, Chun Fai
Douglas ( 劉俊輝 )
41
Supervisors
Mr. Guo Xinping
(
( 郭新平 )
Mr. Wang Jialiang
王家亮 )
Mr. Ruan Guangli
(
Mr. Ma Yongyi
(
阮光立
馬永義
)
)
50
44
66
49
Position
Independent non-executive
Director
Chairman of the Supervisory
Committee,
Shareholder representative
Supervisor
Shareholder representative
Supervisor
Independent
Supervisor
Independent
Supervisor
Date of Joining the Company
Date of
Appointment as Director,
Supervisors or
Members of
Senior
Management
Brief Description of
Roles and
Responsibilities
September 8, 2011 September 8, 2011 Providing independent opinion and judgment to our Board, particularly with regard to the financial aspects of our
Company
N/A
Relationship with other
Directors,
Supervisors or Members of Senior
Management
September 8, 2011 September 8, 2011 Examining and monitoring financial matters and supervising the Board and members of our senior management
N/A
January 16, 2014 January 16, 2014 Examining and monitoring financial matters and supervising the Board and members of our senior management
N/A
April 27, 2014 April 27, 2014 Examining and monitoring financial matters and supervising the Board and members of our senior management
N/A
April 27, 2014 April 27, 2014 Examining and monitoring financial matters and supervising the Board and members of our senior management
N/A
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DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
Name
Mr. Deng Xuexin
Mr. Fang Quan
(
( 鄧學鑫 )
方泉 )
Age
32
42
Position
Employee representative
Supervisor
Employee representative
Supervisor
Date of Joining the Company
March 19, 2010
Date of
Appointment as Director,
Supervisors or
Members of
Senior
Management
January 2, 2014
April 8, 2010 April 28, 2014
Brief Description of
Roles and
Responsibilities
Examining and monitoring financial matters and supervising the Board and members of our senior management
N/A
Relationship with other
Directors,
Supervisors or Members of Senior
Management
Examining and monitoring financial matters and supervising the Board and members of our senior management
N/A
Senior Management
Mr. Zeng Zhiyong
( 曾志勇 )
45 Executive Director,
President
March 19, 2010 March 19, 2010 Responsible for overall management of our
Group’s business operation
N/A
Mr. Sun Guoping
( 孫國平 )
46
Mr. Cheng Gang
( 程剛 )
46
Ms. Zou Dan
( 鄒丹 )
40
Senior vice president March 19, 2010
Senior vice president March 19, 2010
Senior vice president, chief financial officer
January 1, 2014
September 8, 2011 Responsible for the management of sales and service centre of our Group
N/A
September 8, 2011 Responsible for planning, budget, appraisal, human resources, IT and other administrative works of the Group
N/A
January 16, 2014 Responsible for the overall financial management
N/A
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DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
•
•
•
•
•
Name
Mr. Ji Xiangfeng
( 紀向峰 )
Mr. Cai Jinsong
(
(
蔡勁松
Mr. Mo Junqi
莫俊琦
Mr. You Hongtao
( 尤宏濤 )
)
)
Age
44
47
36
35
Position
Vice president
Date of Joining the Company
August 21, 2012
Date of
Appointment as Director,
Supervisors or
Members of
Senior
Management
August 21, 2012
Brief Description of
Roles and
Responsibilities
Relationship with other
Directors,
Supervisors or Members of Senior
Management
Responsible for public cloud application platform R&D
N/A
Vice president
Vice president
Secretary to our
Board and one of our joint company secretaries
March 1, 2013
July 1, 2011
April 11, 2013 Responsible for cloud platform products and technology development of our
Group
N/A
November 6, 2013 December 2, 2013 Responsible for the operation of cloud business of our Group
N/A
September 8, 2011 Responsible for the securities-related matters and disclosure matters of our Group
N/A
The Board of Directors consists of six members, of whom three are independent non-executive
Directors. According to our Articles of Association, the functions and powers of our Board of Directors include, amongst others:
• Convening the general Shareholders’ meeting and report on work to the general
Shareholders’ meeting;
Implementing the resolutions of the general Shareholders’ meeting;
Determining our business and investment plans;
Devising our annual financial budget and closing account plans;
Devising our earnings distribution and loss offset plans;
Formulating the policy for our debt and finance, plans for increasing or decreasing our registered capital, the issuance of corporate bonds or other securities, as well as the listing or the repurchase of the stock of our Company;
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DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
Formulating plans for major acquisition or disposal, corporate merger, separation, changing the form and dissolution of our Company;
Determining such matters as our external investment, purchase/sale of assets, asset pledge, entrusting wealth management and connected transaction within the scope authorized by the general Shareholders’ meeting;
Reviewing the matters on external guarantees provided by our Company pursuant to the laws and regulations as well as this Articles of Association;
Deciding on the setup of our Company’s internal management organization;
Appointing or dismissing the president of our Company; based on the nomination of the president, appoint or dismiss our vice president, the chief financial officer; appoint or dismiss the secretary of the Board of Directors, and determine their remuneration;
Deciding the establishment of the branch of our Company;
Making the modification plan to this Articles of Association;
Setting our basic management systems;
Managing the disclosure of company information;
Proposing the appointment or replacement of the accounting firm that performs audits for our Company at the general Shareholders’ meeting;
Attending to the work report of our president and review the work of the president;
Reviewing and supervising the Company’s policies and standards in complying with relevant laws and regulatory rules;
Reviewing and supervising the training and continuing occupational development for the
Directors, Supervisors and senior management;
Reviewing the status of the Company in complying with the Corporate Governance Code in the Listing Rules and the disclosures in the corporate governance report;
Deciding on other major matters and administrative affairs other than those specified in the laws, administrative regulations, regulations of the competent authorities and this Articles of Association to be decided by the general Shareholders’ meeting and sign other important agreements; and
Other powers and duties authorized by the laws, administrative regulations, regulations of the competent authorities and this Articles of Association as well as the general
Shareholders’ meeting.
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DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
As required by the Company Law, a joint stock limited company should establish a supervisory committee, which is responsible for monitoring the financial matters and supervising the acts of our
Board of Directors and members of our management. Our Supervisory Committee consists of six members, of whom two are employee representatives elected by our employees and four are members appointed by Shareholders at Shareholders’ general meetings (including two Shareholder representative
Supervisors and two independent Supervisors) for a term of three years, renewable upon re-election and/or re-appointment. Members of the Supervisory Committee shall not include Directors, President or members of our senior management.
According to our Articles of Association, the functions and powers of our Supervisory Committee include, among others:
•
•
Examining the financial standing of our Company;
•
Supervising the Directors and senior management to ensure that they do not, in performing their duties to our Company, act in contravention of any laws, administrative regulations or the Articles of Association, and to put forward suggestions for dismissing any Directors or senior management who are in breach of the laws, administrative regulations, the Articles of
Association or resolutions of the general Shareholders’ meetings;
Requiring the Directors and senior management to take corrective measures when their actions are detrimental to our interests;
• Verifying the financial information such as the financial reports, business reports and profit distribution plans to be submitted by the Board to the general Shareholders’ meetings and, should any queries arise, to authorize, in the name of our Company, a re-examination by the certified public accountants and practicing auditors;
Submitting proposals at the general Shareholders’ meetings; •
• Proposing to convene an extraordinary general meeting, where the Board of Directors fails to perform the duties in relation to convening or presiding over the general Shareholders’ meeting as required by the Company Law, to convene and preside over the general
Shareholders’ meeting;
•
•
•
•
Proposing to convene extraordinary meetings of the Board of Directors;
Representing our Company in negotiating with or in bringing actions against the Directors and senior management;
Investigating into any abnormalities in operation of our Company; if necessary, to engage accounting firms, law firms and other professional institutions to assist its work, and the expenses shall be borne by our Company; and
Other powers and duties stipulated in the Articles of Association.
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DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
BOARD OF DIRECTORS
Our Board of Directors is responsible for, and has general power over, the management and conduct of the business of our Company. Our Board of Directors currently consists of six Directors, three of whom are independent non-executive Directors.
Mr. Wang Wenjing ( 王文京 ) , aged 49, has been the Chairman of the Board and our non-executive
Director since March 19, 2010. He is primarily responsible for providing guidance and supervision regarding the business and operation of our Group. Mr. Wang is one of the co-founders of Yonyou, which is one of our Controlling Shareholders and currently listed on the Shanghai Stock Exchange (stock code:
600588). He has over 25 years of working experience in the PRC software industry and has extensive experience in corporate management and business operation. Mr. Wang served as the chairman of the board of directors of Yonyou since December 1988. Mr. Wang has also been a director of Chanjet U.S.
since December 2012 and the chairman of the board of directors of Chanjet Payment since July 2013, both of which are our subsidiaries. Mr. Wang was elected as a member of the 9th, 10th, 11th and 12th session of the NPC for a term from March 1998 to March 2018 as well as the vice chairman of China
Software Industry Association from March 2002. He was also elected as the vice chairman of the 10th
All-China Federation of Industry & Commerce from November 2007 to December 2012. Mr. Wang graduated from Jiangxi University of Finance and Economics (formerly known as Jiangxi College of
Finance and Economics) with a bachelor’s degree of economics in July 1983.
Mr. Wu Zhengping ( 吳政平 ) , aged 49, has been our non-executive Director since March 19, 2010.
He is primarily responsible for providing strategic advice to the business and operation of our Group. He has over 20 years of working experience in the PRC software industry and has extensive experience in corporate management and business operation. Mr. Wu worked for China Building Materials Academy ( 中國
建築材料科學研究總院 ) from August 1983 to May 1992, and he has been a director of Yonyou since
1992. Mr. Wu has also been a director of Chanjet U.S. since December 2012 and a director of Chanjet
Payment since July 2013, both of which are our subsidiaries. Mr. Wu was a member of the 6th and 7th session of the Chinese People’s Political Consultative Conference of Haidian District, Beijing City from
January 1999 to December 2006. Mr. Wu graduated from China Europe International Business School with a master’s degree of business administration in September 2007.
Mr. Zeng Zhiyong ( 曾志勇 ) , aged 45, has been our executive Director and the President since
March 19, 2010. He is primarily responsible for overall management of our Group’s business operation.
He has around 20 years of working experience in the PRC software industry and has extensive experience in corporate management and business operation. Mr. Zeng served as various positions of Yonyou, including general manager of Yonyou Nanjing branch from January 1996 to July 2000, general manager of Yonyou North China Division from July 2000 to December 2004, general manager of the small management software department of Yonyou, vice president and senior vice president of Yonyou from
January 2005 to March 2010. Mr. Zeng has also been a director of Chanjet U.S. since December 2012 and a director of Chanjet Hong Kong since August 2012, both of which are our wholly-owned subsidiaries.
Mr. Zeng graduated from China Europe International Business School with a master’s degree of business administration in September 2005.
Mr. Liu Yunjie ( 劉韻潔 ) , aged 71, has been our independent non-executive Director since
September 8, 2011. He is primarily responsible for providing independent opinion and judgment to our
Board, particularly with regard to the business aspects of our Company. Mr. Liu was previously the head
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DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT and deputy head of data division of State Post Ministry of the PRC (currently the State Post Bureau of the
PRC) from January 1983 to November 1993, deputy head of the central bureau of telecommunications of
State Post Ministry of the PRC from November 1993 to August 1998. Mr. Liu also served as chief engineer and vice president of China United Communications Limited from April 1999 to December
2003. He served as a director of China United Communications Co., Ltd. (currently known as China
United Network Communications Group Co., Ltd.), (Stock Code: 600050) a company listed on the
Shanghai Stock Exchange from December 2001 to March 2009 and served as a non-executive director of
China Unicom Limited (currently known as China Unicom (Hong Kong) Limited) (Stock Code: 762), a company listed on the Stock Exchange, from February 2004 to April 2006. Mr. Liu has been an independent director of Chinacache International Holdings Ltd., a company listed on the New York Stock
Exchange (Stock Code: CCIH), since October 2005. He also served as a director of Anhui Sun-Create
Electronics Co., Ltd. ( 安徽四創電子股份有限公司 ), a company listed on the Shanghai Stock Exchange
(Stock Code: 600990), from April 2010 to April 2013, a director of Shenzhen Tatfook Technology Co.,
Ltd. ( 深圳大富科技股份有限公司 ), a company listed on the Shenzhen Stock Exchange (Stock Code:
300134) from February 2011. Mr. Liu has also been an independent director of Telling Telecommunication
Holdings Co., Ltd. ( 天音通信控股股份有限公司 ), a company listed on the Shenzhen Stock Exchange
(Stock Code: 000829) since December 2011 and a director of Beijing Guochuang Fusheng
Telecommunication Co., Ltd. ( 北京國創富盛通信股份有限公司 ), a company listed on “New Third Board”
(Stock Code: 430313) which is an over-the-counter market for growth enterprises in the PRC, since August
2012. Mr. Liu served as an academician of the Chinese Academy of Engineering from December 2005. Mr.
Liu graduated from Department of Technical Physics of the University of Peking in 1968.
Mr. Chen, Kevin Chien-wen ( 陳建文 ) , aged 59, has been our independent non-executive Director since September 8, 2011. He is primarily responsible for providing independent opinion and judgment to our Board, particularly with regard to the financial aspects of our Company. Mr. Chen has been a
Professor of Accounting since July 1999 and Head of Department of Accounting of Hong Kong
University of Science and Technology since July 2007. In addition, he serves as a member of the Review
Panel of the Financial Reporting Council of Hong Kong. Mr. Chen graduated from the University of
Illinois at Urbana-Champaign with a PhD degree of accounting in May 1985. Mr. Chen passed the examination for Chartered Accountant of Taiwan in August 1976.
Mr. Lau, Chun Fai Douglas ( 劉俊輝 ) , aged 41, has been our independent non-executive Director since September 8, 2011. Mr. Lau joined Ernst & Young in March 1993 and served as an audit partner from July 2004 to June 2009. He then served as the regional director, Greater China of The Institute of
Chartered Accountants in England and Wales from November 2010 to September 2012. Mr. Lau has been a senior adviser of Sky CPA & Co. since January 2013. Mr. Lau graduated from the University of New
South Wales in Sydney, Australia with a bachelor of Commerce degree in accounting and finance in
October 1993. He is a fellow of the Hong Kong Institute of Certified Public Accountants, a member of the
Institute of Chartered Accountants in England and Wales, a member of the Australian Society of Certified
Practising Accountants and a member of the Institute of Chartered Accountants in Australia.
Save as disclosed herein, to the best of the knowledge, information and belief of our Directors, having made all reasonable enquiries, there are no other matters relating to the appointment of Directors that need to be brought to the attention of our Shareholders, nor is there any information relating to our
Directors that is required to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing
Rules, including matters relating to directorship held by Directors in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years immediately preceding the date of this prospectus.
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DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
SUPERVISORS
Our Supervisory Committee mainly exercises the supervisory function, examining and monitoring financial matters and supervising the Board of Directors and members of our senior management in the performance of their duties. Our Supervisory Committee currently consists of six supervisors, comprising two representatives of Shareholders, two representatives of employees and two independent
Supervisors.
Mr. Guo Xinping ( 郭新平 ) , aged 50, has been the chairman of the Supervisory Committee and a
Supervisor representing Shareholders since September 8, 2011. Mr. Guo worked for MOF from August
1985 to July 1989, and has been a director of Yonyou from November 1999. Mr. Guo has been an independent non-executive director of CCID Consulting Company Limited ( 賽迪顧問股份有限公司 ), a company listed on the growing enterprise market of the Stock Exchange (Stock Code: 8235), since May
2002. He has also been an independent director of Glodon Software Company Limited ( 廣聯達軟件股份
有限公司 ), a company listed on the Shenzhen Stock Exchange (Stock Code: 002410) from March 2011 to
April 2014 and an independent director of Sound Environmental Resources Co., Ltd. ( 桑德環境資源股份
有限公司 ), a company listed on the Shenzhen Stock Exchange (Stock Code: 000826), since April 2012.
Mr. Guo has also been a director of Chanjet Payment, our subsidiary, since July 2013. Mr. Guo graduated from The Hong Kong University of Science and Technology with a master of business administration in
November 2007. He is a senior accountant recognized by the Personnel Department of Hubei Province in
January 1998.
Mr. Wang Jialiang ( 王家亮 ) , aged 44, has been a member of our Supervisory Committee since
January 16, 2014. He is the Supervisor representing Shareholders. Mr. Wang Jialiang worked for MOF from August 1991 to December 1998. He served as a financial manager at Brady (Beijing) Co., Ltd. ( 貝
迪印刷（北京）有限公司 ) from December 2001 to December 2003, the chief financial officer of Savcor
Face (Beijing) Technologies Co., Ltd. ( 聖維可福斯（北京）科技有限公司 ) from December 2003 to
September 2007, the chief financial officer in the Asian Pacific Region and the deputy general manager of
Cobra Beijing Automotive Technologies Co., Ltd. ( 科博萊（北京）汽車技術有限公司 ) from July 2008 to
August 2010, as well as the chief financial officer of Jidong Development Group Co., Ltd. ( 冀東發展集團
有限責任公司 ) from July 2011 to January 2014. Mr. Wang Jialiang joined Yonyou in January 2014. Mr.
Wang Jialiang graduated from George Washington University in January 2001 with a master’s degree in accounting.
Mr. Ruan Guangli ( 阮光立 ) , aged 66, has been a member of our Supervisory Committee and an independent Supervisor since April 27, 2014. Mr. Ruan served as the head of production and finance department and deputy head of finance bureau of China National Nuclear Company ( 中國核工業總公司 )
(later reorganized as China National Nuclear Corporation ( 中國核工業集團公司 )) from April 1988 to
July 1999 as well as the director of finance and audit department and then finance and accounting department at China National Nuclear Corporation from July 1999 to March 2008. Mr. Ruan retired in
March 2008 and was rehired as an executive commissioner of science and technology committee at China
National Nuclear Corporation since 2008. Mr. Ruan graduated from Fudan University majoring in industry economics in July 1976. He is a senior accountant recognized by the human resources bureau of
China National Nuclear Company in December 1994. Mr. Ruan also received the special government allowance from the State Council in 2007.
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DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
Mr. Ma Yongyi ( 馬永義 ) , aged 49, has been a member of our Supervisory Committee and an independent Supervisor since April 27, 2014. Mr. Ma has been working successively as the director of the distance education centre and the director of the academic department of Beijing National Accounting
Institute ( 北京國家會計學院 ) since February 2004. Mr. Ma has been an independent director of Cachet
Pharmaceutical Co., Ltd. ( 嘉事堂藥業股份有限公司 ), a company listed on the Shenzhen Stock Exchange
(stock code: 002462) since August 2012. He was also an independent director of Glodon Software Co., Ltd.
( 廣聯達軟件股份有限公司 ), a company listed on the Shenzhen Stock Exchange (stock code: 002410) from
April 2008 to April 2014, an independent director of San’an Optoelectronics Co., Ltd. ( 三安光電股份有限公
司 ), a company listed on the Shanghai Stock Exchange (stock code: 600703) from July 2011 to December
2013, an independent director of Xiamen Comfort Science & Technology Group Co., Ltd. ( 廈門蒙發利科技
（集團）股份有限公司 ), a company listed on the Shenzhen Stock Exchange (stock code: 002614) from
November 2010 to March 2012, an independent director of Inner Mongolia Yuan Xing Energy Co., Ltd. ( 內
蒙古遠興能源股份有限公司 ) , a company listed on the Shenzhen Stock Exchange (stock code: 000683) from April 2009 to April 2013. Mr. Ma has been granted recognition of professor by the MOF since October
2009. He has also been a director of the Accounting Society for Foreign Economic Relations and Trade of
China ( 中國對外經濟貿易會計學會 ) since November 2010, a member of the education and training committee of the Chinese Institute of Certified Public Accountants ( 中國註冊會計師協會教育培訓委員會 ) since December 2010 and a director of the Accounting Society of China ( 中國會計學會 ) since March 2014, respectively. Mr. Ma obtained a PhD degree of Management from Central University of Finance and
Economics ( 中央財經大學 ) in Beijing in July 2003.
Mr. Deng Xuexin ( 鄧學鑫 ) , aged 32, has been a member of our Supervisory Committee since
January 2, 2014. He is the Supervisor representing employees. Mr. Deng joined our Company in March
2010 and served as a staff in the sales centre of our Group from March 2010 to January 2012 and a staff in the operation management department of our Group from February 2012 to December 2013. Before joining our Company, Mr. Deng served in Beijing Jiangmin New Science & Technology Co., Ltd. ( 北京江
民新科技術有限公司 ). Mr. Deng graduated from Pingyuan University (now known as Xinxiang
University) majoring in electric machinery in July 2005.
Mr. Fang Quan ( 方泉 ) , aged 42, has been a member of our Supervisory Committee since April 28,
2014. He is the Supervisor representing employees. Mr. Fang joined our Company in April 2010 and served as the manager of the department of human resource and administration from April 2010 to
September 2012. He has been the director of human resource of our Company since September 2012.
Before joining our Company, Mr. Fang worked at the NC-eHR department of Yonyou from November
2009 to April 2010. He is currently a PhD candidate in Human Resource Management and Organizational
Theory at Dankook University in South Korea.
Save as disclosed herein, to the best of the knowledge, information and belief of our Directors, having made all reasonable enquiries, there are no other matters relating to the appointment of
Supervisors that need to be brought to the attention of our Shareholders, nor is there any information relating to our Supervisors that is required to be disclosed pursuant to paragraphs (h) to (v) of Rule
13.51(2) of the Listing Rules, including matters relating to directorship held by Supervisors in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years immediately preceding the date of this prospectus.
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DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
SENIOR MANAGEMENT
Our senior management is responsible for the day-to-day management of our business.
Senior Management
Mr. Zeng Zhiyong ( 曾志勇 ) , for details of Mr. Zeng, please refer to the sub-section headed “—
Board of Directors” in this section above.
Mr. Sun Guoping ( 孫國平 ) , aged 46, has been our senior vice president since September 8, 2011 and he is primarily responsible for marketing and service centre of our Company. Mr. Sun joined Yonyou in March 1995 and served as various positions including general manager of Yonyou Hangzhou branch from December 1997 to December 2001, manager of the financial management department ( 財務通業務
部 ) of Yonyou from January 2002 to December 2004, deputy general manager and sales manager of the small management software department of Yonyou from January 2005 to December 2006, deputy general manager of the small management software department and assistant president of Yonyou from January
2007 to December 2009. Mr. Sun joined our Group on March 19, 2010 and served as our vice president from March 19, 2010 to September 7, 2010. Mr. Sun graduated from Beijing Union University majoring in computer science in July 1990 and China Europe International Business School with a master of business administration in October 2011.
Mr. Cheng Gang ( 程剛 ) , aged 46, has been our senior vice president since August 21, 2012 and he is primarily responsible for planning, budget, appraisal, human resources, IT and other administrative works of the Group. Before joining Yonyou, Mr. Cheng worked at Beijing Kehai High Technology Group
Company ( 北京科海高技術集團公司 ), Beijing Kaisi Software Technology Co., Ltd. ( 北京開思軟件技術
有限公司 ), Beijing Yinghaiwei Information Technology Co., Ltd. ( 北京瀛海威科技有限公司 ) and
Zhuhai Tiansi Software Co., Ltd. ( 珠海天思軟件公司 ), respectively. Mr. Cheng joined Yonyou in
September 2007 and served as various positions including deputy general manager of Yonyou EBU business division from September 2007 to December 2007 and deputy general manager of the small management software department of Yonyou from January 2008 to March 2010. Mr. Cheng graduated from China Europe International Business School with a master of business administration in October
2013.
Ms. Zou Dan ( 鄒丹 ) , aged 40, has been our senior vice president and chief financial officer since
January 16, 2014 and she is primarily responsible for overall financial management. Ms. Zou joined
Yonyou in February 2002 and served as various positions such as deputy manager of finance department and general manager of budget department from February 2002 to December 2009, vice president and general manager of finance and budget management general department from July 2012 to December
2012 and the senior vice president and the general manager of finance and budget management general department from January 2013 to December 2013. Ms. Zou joined our Group in January 2014. Ms. Zou graduated from Renmin University with a bachelor’s degree of economics in July 1995.
Mr. Ji Xiangfeng ( 紀向峰 ) , aged 44, has been our vice president since August 21, 2012 and he is primarily responsible for the R&D of public cloud application platform. Mr. Ji served as a software development engineer in Qingdao Electronic Research Institute ( 青島電子研究所 ) from July 1989 to
September 1992, a development department manager and technical superintendent of Beijing Golden
Spider Software Company Limited ( 北京金蜘蛛軟件有限公司 ) from October 1992 to February 1999,
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DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT chief technology officer of Shenzhen Netbig Education Service Co., Ltd. ( 深圳市網大教育服務有限
公司 ) from March 1999 to June 2000, technology manager of Turbo CRM (Beijing) Limited ( 特博深信息
科技（北京）有限公司 ) from July 2000 to October 2008. Mr. Ji joined Yonyou in November 2008 and served as a business manager of Yonyou CRM department from November 2008 to September 2011, as the vice president in charge of PaaS platform of Beijing Wecoo E-Commerce Co., Ltd ( 北京偉庫電子商
務科技有限公司 ) from October 2011 to December 2011, and deputy general manager of PaaS centre of
Yonyou from January 2012 to August 2012. Mr. Ji graduated from University of Science and Technology of China with a bachelor degree of technology in computer software in July 1989.
Mr. Cai Jingsong ( 蔡勁松 ) , aged 47, has been our vice president since April 11, 2013 and he is primarily responsible for cloud platform products and technology development. Before joining our
Group, Mr. Cai served as a product manager of Oracle America, Inc. from June 1996 to April 2004, a development manager of SAP Lab from April 2004 to October 2007, head of product management of
WideOrbit from January 2008 to January 2011, director of product management of Salesforce.com from
January 2011 to February 2013. Mr. Cai graduated from University of Science and Technology of China with a bachelor’s degree of science in computer in July 1988, University of California at Davis with a master of science in computer science in June 1990 and University of California at Berkeley with a master of business administration in May 1996.
Mr. Mo Junqi ( 莫俊琦 ) , aged 36, has been our vice president since December 2, 2013 and he is primarily responsible for providing management of cloud business operation. Before joining our Group,
Mr. Mo served as deputy general manager of Anhe Innovation Technology (Beijing) Co., Ltd.
( 安和創新科技（北京）有限公司 ), and the product manager of Qizhi Software (Beijing) Co., Ltd. (the operating entity of Qihoo 360 Technology Co., Ltd. ( 奇虎 360 科技有限公司 , New York Stock Exchange
Stock Code: QIHU) in the PRC) from September 2011 to November 2013. Mr. Mo graduated from
Southwest University of Science and Technology with a bachelor of economics in June 2001.
Mr. You Hongtao ( 尤宏濤 ) , aged 35, has been the secretary to the Board of our Company since
September 8, 2011 and one of our joint company secretaries since November 25, 2011. He is primarily responsible for organizing board meetings and Shareholders’ meeting, information disclosure and general compliance issues. Mr. You worked at the office of president of Advanced Technology &
Materials Co., Ltd. ( 安泰科技股份有限公司 ) from July 2001 to May 2008. He joined Yonyou in May
2008 and served as a senior business manager of the office of the board from May 2008 to June 2011. In addition, Mr. You became an affiliated member of The Hong Kong Institute of Chartered Secretaries since
September 2011. Mr. You graduated from Jiangxi University of Finance and Economics with a bachelor’s degree of law and a bachelor’s degree of economics in July 2001 and Beijing University of Aeronautics &
Astronautics with a master’s degree in engineering in January 2012.
To the best of the knowledge, information and belief of our Directors, having made all reasonable enquiries, none of the above members of senior management has been a director of any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years immediately preceding the date of this prospectus.
COMPANY SECRETARY
Mr. You Hongtao ( 尤宏濤 ) was appointed as one of our joint company secretaries on November
15, 2011. Please refer to his biographical details in the sub-section “Directors, Supervisors and Senior
Management — Senior Management” immediately above.
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Dr. Ngai Wai Fung ( 魏偉峰 ) , aged 52, was appointed as a joint company secretary of our
Company on November 15, 2011. Dr. Ngai currently is the director and chief executive officer of SW
Corporate Services Group Limited and the managing director of MNCOR Consulting Limited. He was the vice president of the Hong Kong Institute of Chartered Secretaries. He had served as company secretary in China Unicom (Hong Kong) Limited (stock code: 762). Dr. Ngai currently acts as the company secretary of Anton Oilfield Services Group (stock code: 3337), the joint company secretary of China
Eastern Airlines Corporation Limited (stock code: 670), the joint company secretary of China Pacific
Insurance (Group) Co., Ltd. (stock code: 2601), the company secretary of Sinosoft Technology Group
Limited (stock code: 1297), the joint company secretary of China Cinda Asset Management Co., Ltd
(stock code: 1359), the joint company secretary of Huishang Bank Corporation Limited (stock code:
3698), the company secretary of China Gold International Resources Corp. Ltd (stock code: 2099), the joint company secretary of Harbin Bank Co., Ltd (stock code 6138) and the company secretary of
Sunshine 100 China Holding Ltd (stock code: 2608). Dr. Ngai is also a fellow of the Association of
Chartered Certified Accountants in the United Kingdom, a member of the Hong Kong Institute of
Certified Public Accountants, a fellow of the Institute of Chartered Secretaries and Administrators and a fellow of the Hong Kong Institute of Company Secretaries. Dr. Ngai obtained a Doctorate of Economics from the Shanghai University of Finance and Economics in June 2011, a Master’s degree of Corporate
Finance from the Hong Kong Polytechnic University in November 2002, a Master’s degree of Business
Administration (MBA) from Andrews University of the United States in August 1992 and a Bachelor’s degree (Honours) of Law from the University of Wolverhampton, the United Kingdom in October 1994.
He is not a full-time employee of our Company.
Although Dr. Ngai has been appointed as company secretary/joint company secretary at the above companies, Dr. Ngai is of the view that he can allocate sufficient time to perform and with the assistance of the supporting staff on the corporate secretarial matters of our Company, he believes he is able to discharge his duties as the joint company secretary of our Company. Our Directors are also satisfied that
Dr. Ngai is able to perform his duties as the joint company secretary of our Company.
BOARD COMMITTEES
Audit Committee
We will establish an audit committee of our Board on the Listing Date pursuant to a resolution of our Directors dated January 28, 2014. The primary duties of the audit committee include: making proposals to the Board of appointing and replacing accounting firms; •
•
• reviewing our internal auditing policies as well as its implementation; coordinating the communication between our internal audit department and external auditors;
•
•
• reviewing our financial information and its disclosures; reviewing our internal control management; and other duties conferred by the Board.
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DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
The members of our audit committee will consist of Mr. Chen, Kevin Chien-wen, Mr. Wu
Zhengping and Mr. Lau, Chun Fai Douglas. Mr. Chen, Kevin Chien-wen will serve as the chairman of the audit committee of our Company.
Remuneration and Appraisal Committee
We will establish a remuneration and appraisal committee on the Listing Date pursuant to a resolution of our Directors dated January 28, 2014. The primary duties of the remuneration and appraisal committee are mainly to:
•
• formulate evaluation criteria of senior management and evaluate their accomplishments and performance; make recommendations to the Board regarding the evaluation criteria and remuneration policies of Directors; and
• other duties conferred by the Board.
The remuneration and appraisal committee will consist of Mr. Lau, Chun Fai Douglas, Mr. Zeng and Mr. Liu Yunjie. Mr. Lau, Chun Fai Douglas will serve as the chairman of the remuneration and appraisal committee of our Company.
Nomination Committee
We will establish a nomination committee on the Listing Date pursuant to a resolution of our
Directors dated January 28, 2014. The primary duties of the nomination committee are mainly to:
• review the structure, size and composition (including the skills, knowledge and experience) of our Board regularly and make recommendations to our Board regarding any proposed changes;
• identify suitably qualified individuals as members of our Board and select or make recommendations to our Board on the selection of individuals nominated for directorship; assess the independence of the independent non-executive Directors; and •
• make recommendations to our Board on matters relating to the appointment or reappointment of Directors, and succession planning for Directors.
The nomination committee will consist of Mr. Liu Yunjie, Mr. Wang and Mr. Chen, Kevin
Chien-wen. Mr. Liu Yunjie will serve as the chairman of the nomination committee of our Company.
Strategic Committee
We will establish a strategic committee on the Listing Date pursuant to a resolution of our
Directors dated January 28, 2014. The primary duties of the strategic committee are mainly to:
• review and discuss the strategic development plan of the Company and make relevant recommendations to the Board;
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DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
•
•
•
• review and discuss, including but not limited to, the proposal, feasibility study, external negotiation, due diligence, execution of memorandum of understanding and agreements in relation to the material and proposed investment projects of the Company in light of its strategic development plans, and make relevant recommendations to the Board; review and discuss the material financing (including but not limited to issuing shares and bonds), capital expenditures and operations), and make relevant recommendations to the
Board; review and discuss events such as merger, division, winding-up and other events which may have material impact on the development of the Company and make relevant recommendations to the Board; and monitor and follow up with the above matters after obtaining approval from the Board, and made recommendations regarding adjustment where necessary.
The strategic committee will consist of Mr. Wang, Mr. Zeng and Mr. Liu Yunjie. Mr. Wang will serve as the chairman of the strategic committee of our Company.
REMUNERATION POLICY
Our Directors (other than independent non-executive Directors) and Supervisors (other than independent Supervisors) do not receive any remuneration due to acting as Directors or Supervisors from our Company. Our independent non-executive Directors, independent Supervisors and members of senior management receive compensation in the form of fees, salaries, bonuses, allowances, benefits in kind and/or discretionary bonus relating to the performance of our Company. We also reimburse them for expenses which are necessary and reasonably incurred for providing services to us or discharging their duties in relation to our operations. When reviewing and determining the specific remuneration packages for our Directors, Supervisors and Senior Management, our remuneration and appraisal committee takes into consideration factors such as salaries paid by comparable companies, time commitment and responsibilities of them, employment elsewhere in our Group and desirability of performance-based remuneration. As required by the PRC laws and regulations, we also participate in various defined contribution plan organized by the provincial and municipal government and welfare schemes for our employees, including mainly medical insurance, injury insurance, unemployment insurance, maternity insurance, pension insurance and housing allowances.
COMPENSATION OF DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
During the three years ended December 31, 2011, 2012 and 2013, the aggregate amount of remuneration, including fees, salaries, discretionary bonus, defined contribution plans, housing and other allowances, and other benefits in kind, paid to our Directors and Supervisors (in their capacities as
Directors and Supervisors) were RMB150,000, RMB450,000 and RMB450,000, respectively.
During the three years ended December 31, 2011, 2012 and 2013, the aggregate amount of remuneration, including fees, salaries, discretionary bonus, defined contribution plans, housing and other
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DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT allowances, and other benefits in kind, paid to members of our senior management were RMB4,140,000,
RMB7,240,000 and RMB5,851,000, respectively.
During the three years ended December 31, 2011, 2012 and 2013, the aggregate amount of remuneration, including fees, salaries, discretionary bonus, defined contribution plans, housing and other allowances, and other benefits in kind, paid to the five highest paid individuals, were RMB3,319,000,
RMB3,894,000 and RMB4,883,000, respectively.
We have not paid any remuneration to our Directors and Supervisors or the five highest individuals as an inducement to join or upon joining us or as compensation for loss of office in respect of the three years ended December 31, 2011, 2012 and 2013. Further, except for our independent non-executive
Directors, each of our Directors and Supervisors has waived emoluments in acting as Director or
Supervisor (as the case may be) during the same period.
Except as disclosed above, no other payments have been made or are payable, in respect of the three years ended December 31, 2011, 2012 and 2013, by our Company to any of the Directors or
Supervisors (in their capacities as Directors and Supervisors).
Under the arrangements currently in force, we estimate the aggregate compensation, excluding discretionary bonus, of the Directors and Supervisors (in their capacities as Directors and Supervisors) payable for the year ending December 31, 2014 to be approximately RMB556,700.
MANAGEMENT PRESENCE IN HONG KONG
Pursuant to Rules 8.12 and 19A.15 of the Listing Rules, we must have a sufficient management presence in Hong Kong. This normally means that at least two of our executive Directors must be ordinarily resident in Hong Kong. Given that our business and operations are primarily located, managed and conducted in the PRC and the executive Director, namely Mr. Zeng, is not ordinarily resident in Hong
Kong, we do not, and for the foreseeable future will not, have two executive Directors residing in Hong
Kong.
Accordingly, we have applied to the Stock Exchange for a waiver from compliance with the requirements under Rules 8.12 and 19A.15 of the Listing Rules. See the paragraph headed “Waivers from
Strict Compliance with the Listing Rules — Management Presence” in this prospectus for more details.
COMPLIANCE ADVISER
We have appointed Guotai Junan Capital Limited as our compliance adviser upon listing in compliance with Rules 3A.19 and 19A.05 of the Listing Rules. Pursuant to Rule 3A.23 of the Listing
Rules, our compliance adviser will advise us on the following matters: before the publication of any regulatory announcement, circular or financial report; •
• where a transaction, which might be a notifiable or connected transaction under the Listing
Rules, is contemplated including share issues and share repurchases;
• where the business activities, developments or results of us deviate from any forecast, estimate, or other information in the listing documents; and
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DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
• where the Stock Exchange makes an inquiry of us under Rule 13.10 of the Listing Rules.
The term of the appointment will commence on the Listing Date and end on the date on which we comply with the Listing Rules in respect of our financial results for the first full financial year after the
Listing Date.
As of the Latest Practicable Date and to the best of the knowledge, information and belief of our
Directors, having made all reasonable enquiries, the Directors are not aware of any deviation from provisions in the Corporate Governance Code under Appendix 14 to the Listing Rules.
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