|Our board of directors has developed corporate governance practices to protect the interests of our shareholders, and to oversee the work of management and our business results. We are committed to employing the principles and values of these policies while conducting daily business. These guidelines are subject to modification from time to time as the board of directors deems appropriate and in the best interests of the Company or as required by applicable laws and regulations (Code of Business Conduct and Ethics).
Our board of directors has established an audit committee and a compensation committee will establish a corporate governance and nominating committee within nine months after the closing of the initial public offering.
Our audit committee consists of Mr. Gordon Xiaogang Wang, Mr. Chung Bong Pang and Mr. Li-Lan Cheng, and is chaired by Mr. Wang. Messrs. Wang, Pang and Cheng satisfy the “independence” requirements of Rule 5605 of NASDAQ Stock Market, Marketplace Rules as well as the “independence” requirements of Rule 10A-3 under the Securities Exchange Act of 1934. Our board also has determined that Messrs. Wang, Pang and Cheng qualify as audit committee financial experts within the meaning of the SEC rules. The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee is responsible for, among other things:
- selecting our independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by our independent auditors;
- reviewing with our independent auditors any audit problems or difficulties and management’s response;
- reviewing and approving all proposed related-party transactions, as defined in Item 404 of Regulation S-K under the Securities Act;
- discussing the annual audited financial statements with management and our independent auditors;
- reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies;
- annually reviewing and reassessing the adequacy of our audit committee charter;
- such other matters that are specifically delegated to our audit committee by our board of directors from time to time;
- meeting separately and periodically with management and our internal and independent auditors; and
- reporting regularly to the full board of directors.
The purpose of our compensation ommittee is to (1) discharge the Board’s responsibilities relating to compensation of the Company’s executives, including by designing (in consultation with management or the Board), recommending to the Board for approval, and/or evaluating the compensation plans, policies and programs of the Company and (2) to produce an annual statement on executive compensation for inclusion in the Company’s annual report on Form 20-F in accordance with applicable rules and regulations. The Committee shall ensure that compensation programs are designed to encourage high performance, promote accountability and assure that employee interests are aligned with the interests of the Company’s shareholders.
Our compensation committee consists of Messrs. Neil Nanpeng Shen and Gordon Xiaogang Wang and is chaired by Mr. Neil Nanpeng Shen. Messrs. Shen and Wang comply with the independence requirements under Rule 5605 NASDAQ Stock Market, Marketplace Rules.
Corporate Governance and Nominating Committee
Our corporate governance and nominating committee consists of Mr. Neil Nanpeng Shen and Ms. Yaping Si and is chaired by Ms. Yaping Si. Mr. Shen and Ms. Si comply with the independence requirements under Rule 5605 NASDAQ Stock Market, Marketplace Rules.
The purpose of the Corporate Governance and Nominating Committee of the Board is to assist the Board in discharging the Board’s responsibilities regarding:
(a) identification, and recommendation to the Board of qualified director nominees to be elected at the next annual meeting of shareholders (or special meeting of shareholders at which directors are to be elected);
(b) identification, and recommendation to the Board for selection, of qualified candidates to fill any vacancies on the Board;
(c) annual review of the composition of the Board in light of the characteristics of independence, qualification, experience and availability of the Board members;
(d) development and recommendation to the Board of a set of corporate governance guidelines and principles applicable to the Company;
(e) oversight of the evaluation of the Board;
(f) an annual performance evaluation of the Committee; and
(g) monitoring of compliance with the Company’s code of business conduct and ethics, including reviewing the adequacy and effectiveness of the Company’s internal rules and procedures to ensure compliance with applicable laws and regulations.