Report on Corporate Governance

The Board hereby presents this Corporate Governance Report in the Group’s Annual Report for the year ended 31 December 2018.

CORPORATE GOVERNANCE OF THE COMPANY

The Company firmly believes that strong corporate governance is the foundation to delivering the corporate objective of maximizing return to its stakeholders over the long term. The core of the governance structure is an effective and qualified Board of Directors (the “Board”) which is committed to maintaining a high standard of corporate governance, sound internal control and effective risk management to enhance transparency, accountability, integrity and honesty, in order to earn the confidence from our shareholders and other stakeholders and to safeguard the interests of shareholders.

The Board had adopted Corporate Governance Guidelines (the “CG Guidelines”) (available on the Company’s website: www.ir-cloud.com/hongkong/00157/irwebsite) which gives guidance on how corporate governance principles are applied to the Company.

The Board is of the view that throughout the year 2018, save as explained and disclosed hereinbelow, the Company applied the principles and complied with all the code provisions set out in the Corporate Governance Code and Corporate Governance Report (the “CG Code”) contained in Appendix 14 of the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”). The following summarizes the Company’s corporate governance practices and explains deviations, if any, from the CG Code.

In addition to complying with applicable statutory requirements, we aim to continually review and enhance our corporate governance practices in light of local and international best practices.

CORPORATE GOVERNANCE OF THE COMPANY (Continued)

A.      DIRECTORS

A1.    Directors’ Attendance and Training Records

The Board currently comprises nine members, consisting of two Executive Directors, four Non-executive Directors and three Independent Non-executive Directors. The Board meets four times during a year as a minimum.

A2.    Chairperson, Vice Chairman and Chief Executive Officer

During the year ended 31 December 2018, Dr. TSAI Yen-Yu served as the Chairperson until 26 October 2018 and Dr. LEI Chien was appointed as the Chairperson on the same day. Mr. LEE Ming-Ta was the Vice Chairman until his resignation as an Executive Director on 16 November 2018. Mr. HSIAO Wen-Chung served as the Chief Executive Officer until his resignation on 9 July 2018 and Ms. YANG Shu-Hwa was appointed as Interim Chief Executive Officer of the Group on the same day and tentatively held office as Chief Executive Officer. On 26 October 2018, Ms. Yang resigned as such post and Ms. LIN Yen-Ling was appointed as Chief Executive Officer. The roles of the Chairperson and Chief Executive Officer are separate. The Chairperson focuses on Group strategic and Board issues while the Chief Executive Officer has the overall responsibility for operations and development.

The Chairperson has a clear responsibility to provide the whole Board with all information relevant to the discharge of the Board’s responsibilities.

Code provision A.2.7 stipulates that the chairman should at least annually hold meetings with non-executive directors (including independent non-executive directors) without the executive directors present. The Chairperson met the non-executive directors (including independent non-executive directors) once without the presence of the Executive Directors during the year ended 31 December 2018.

A3.    Board composition

The list of all Directors is set out under “Corporate Information” on page 2 of this Annual Report. Composition of the Board, by category of Directors, including names of the Executive Directors, Non-executive Directors and Independent Non-executive Directors are disclosed in all corporate communications issued by the Company from time to time pursuant to the Listing Rules.

During the year ended 31 December 2018, the Board, at all times, met the requirements of the Listing Rules relating to the appointment of at least three independent non-executive directors, representing at least one-third of the Board with at least one Independent Non-executive Director possessing appropriate professional qualifications, or accounting or related financial management expertise.

Independence of Independent Non-executive Directors

The Company has received from each of our Independent Non-executive Directors an annual confirmation of his independence pursuant to the requirements of the Listing Rules. We consider all Independent Non-executive Directors to be independent in accordance with the independence guidelines set out in Rule 3.13 of the Listing Rules.

A4.    Appointments, re-election and removal

Directors with service contracts or letters of appointment, including Executive and Non-executive Directors, usually serve three-year terms or one-year term, and are subject to re-election.

In accordance with Article 100 of the Articles, any new Director appointed shall hold office only until the first general meeting of the Company after his/her appointment and shall then be eligible for re-election. Dr. LEI Chien, Mr. PAN Yi-Fan, Mr. HSIAO Wen-Chung, Ms. LU Yu-Min, Ms. LIN Shu-Hua, Mr. CHEN Shou-Huang and Mr. YANG Shih-Chien will hold office until the forthcoming annual general meeting (“AGM”) according to the Articles.

In addition, in accordance with Article 117 of the Articles, one-third of the Directors for the time being, or if their number is not three or a multiple of three, then a number not less than one-third, shall retire from office by rotation at each AGM. Mr. CHEN Ruey-Long will retire by rotation according to the Articles.

All of the above-mentioned directors, being eligible, will offer themselves for re-election at the forthcoming AGM.

To further enhance accountability, any appointment of an independent non-executive director who has served on the Board for more than nine years will be subject to a separate resolution to be approved by shareholders. We will state in the related circular and notice of the AGM the reason why we consider the independent non-executive director is still independent and our recommendation to shareholders to vote in favour of the re-election of such independent non-executive director. During the year ended 31 December 2018, none of the existing Independent Non-executive Directors has served on the Board for more than nine years.

A5.    Nomination Committee

As at the date of this Annual Report, the Nomination Committee comprises three Independent Non-executive Directors and two Executive Directors, namely Mr. YANG Shih-Chien (Chairman), Mr. CHEN Ruey-Long, Mr. LU Chi-Chant, Dr. LEI Chien and Mr. PAN Yi-Fan respectively.

The Company has adopted a Board Diversity Policy aiming at setting out the approach to achieve diversity on the Company’s Board and having an appropriate proportion of Directors who have direct experience in our key markets, with different ethnic background, of both genders, reflecting our business strategy. All appointment will be based on merit.

The Company has also adopted a Director Nomination Policy aiming at setting out the criteria and process in the nomination and appointment of Directors of the Company and ensuring the Board has a balance of skills, experiences and diversity of perspectives appropriate to the Company as well as the Board continuity and appropriate leadership at Board level.

A summary of the director nomination policy is set out below:

Criteria adopted for selection and recommendation for directorship

In evaluating and selecting any candidate for directorship, the following criteria should be considered:

•         Character and integrity.

•         Qualifications including professional qualifications, skills, knowledge and experience and diversity aspects under the Board Diversity Policy that are relevant to the Company’s business and corporate strategy.

•         Any measurable objectives adopted for achieving diversity on the Board.

•         Requirement for the Board to have independent directors in accordance with the Listing Rules and whether the candidate would be considered independent with reference to the independence guidelines set out in the Listing Rules.

•         Any potential contributions the candidate can bring to the Board in terms of qualifications, skills, experience, independence and gender diversity.

•         Willingness and ability to devote adequate time to discharge duties as a member of the Board and/or Board committee(s) of the Company.

•         Such other perspectives that are appropriate to the Company’s business and succession plan and where applicable, may be adopted and/or amended by the Board and/or the Nomination Committee from time to time for nomination of directors and succession planning.

Nomination process

(a)      Appointment of New Director

(i)      The Nomination Committee and/or the Board should, upon receipt of the proposal on appointment of new director and the biographical information (or relevant details) of the candidate, evaluate such candidate based on the criteria as set out above to determine whether such candidate is qualified for directorship.

(ii)     If the process yields one or more desirable candidates, the Nomination Committee and/or the Board should rank them by order of preference based on the needs of the Company and reference check of each candidate (where applicable).

(iii)    The Nomination Committee should then recommend to the Board to appoint the appropriate candidate for directorship, as applicable.

(iv)    For any person that is nominated by a shareholder for election as a director at the general meeting of the Company, the Nomination Committee and/or the Board should evaluate such candidate based on the criteria as set out above to determine whether such candidate is qualified for directorship.

Where appropriate, the Nomination Committee and/or the Board should make recommendation to shareholders in respect of the proposed election of director at the general meeting.

Nomination process (Continued)

(b)      Re-election of Director at General Meeting

(i)      The Nomination Committee and/or the Board should review the overall contribution and service to the Company of the retiring director and the level of participation and performance on the Board.

(ii)     The Nomination Committee and/or the Board should also review and determine whether the retiring director continues to meet the criteria as set out above.

(iii)    The Nomination Committee and/or the Board should then make recommendation to shareholders in respect of the proposed re-election of director at the general meeting.

Where the board proposes a resolution to elect or re-elect a candidate as director at the general meeting, the relevant information of the candidate will be disclosed in the circular to shareholders and/or explanatory statement accompanying the notice of the relevant general meeting in accordance with the Listing Rules and/or applicable laws and regulations.

The Nomination Committee is responsible for, including but not limited to, determining the policy for the nomination of Directors, reviewing the structure, size, composition and diversity of the Board annually and making recommendations to the Board on selection of candidates for directorships pursuant to the Board Diversity Policy. It also assesses the independence of Independent Non-executive Directors. Full terms of reference (Nomination Committee Charter) are available on the Company’s website: www.ir-cloud.com/hongkong/00157/irwebsite and the Stock Exchange’s website.

The Company provided sufficient resources for the Nomination Committee to perform its duties. Where necessary, the Nomination Committee could seek independent professional advice at the Company’s expenses, to perform its duties.

The Nomination Committee held three meetings during the year ended 31 December 2018. During the year 2018, the Nomination Committee conducted an annual review of the structure, size, composition and diversity of the Board pursuant to the CG Guidelines and code provision A.5.2 of the CG Code. The Nomination Committee also assessed the independence of Independent Non-executive Directors and recommended to the Board on the appointment of the Directors appointed during the year. The Nomination Committee considered an appropriate balance of diversity perspectives of the Board is maintained and no material matter was identified during the year. The Nomination Committee also recommended to the Board on the revision of the Board Diversity Policy and adoption of the Director Nomination Policy.

Save as the above, the Nomination Committee has performed corporate governance functions set out in code provision D.3.1 of the Code on Corporate Governance for the year ended 31 December 2018.

A6.    Responsibilities of Directors

On appointment, new Directors will be given comprehensive orientation training by the Company’s legal advisers, to explain the responsibilities and duties, and other regulatory requirements.

The Company Secretary is responsible for keeping all Directors updated on the Listing Rules and other statutory requirements.

During the year 2018, all Independent Non-executive Directors are members of the Audit Committee, Remuneration Committee and Nomination Committee. Some Non-executive Directors are members of the Executive Committee and the Audit Committee.

The attendance records of individual Directors for all Board and Board Committee meetings in 2018 are set out under “Directors’ Attendance and Training Records” on page 25 of this Annual Report.

Securities Transactions made by Directors and Relevant Employees

The Company has adopted a code of conduct regarding Directors’ securities transactions on terms no less exacting than the required standard set out in the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) as set out in Appendix 10 to the Listing Rules. Having made specific enquiry with all Directors, all Directors have confirmed that the required standard of the Model Code has been complied with throughout the year ended 31 December 2018 and up to the date of this Annual Report.

The Company has adopted written guidelines (the “Company’s Guidelines”), which are equally stringent as the Model Code, in respect of securities transactions by relevant employees of the Company who are likely to be in possession of unpublished inside information of the Company pursuant to code provision A.6.4. No incident of non-compliance with the Model Code or the Company’s Guidelines by the Company’s relevant employees has been noted after making reasonable enquiry.

Continuing Professional Development for Directors

All Directors are encouraged to participate in continuous professional development to develop and refresh their knowledge and skills in order to ensure that their contribution to the Board remains informed and relevant. During the year ended 31 December 2018, the Company organized one Directors’ training on the interpretation of Cyber Security Law of PRC.

Continuing Professional Development for Directors (Continued)

There were compliance manuals provided to each of the Directors and members of senior management, which set out (a) the principal continuing obligations of the Company and the Directors as a result of the listing of the securities of the Company on the Main Board of the Stock Exchange; and (b) the systems and procedures that the Company, its Directors and senior management should follow in order to ensure compliance with such obligations.

A7.    Supply of and access to information

The Company aims to continually improve on the quality and timeliness of the dissemination of information to Directors.

Board papers were normally sent to all Directors at least three days before the date of the Board/Board Committee meetings.

Senior management members are from time to time brought into formal and informal contact with the Board at Board meetings and other events.

Board papers and minutes are made available for inspection by the Directors and Board Committee members.

B.      REMUNERATION OF DIRECTORS AND SENIOR MANAGEMENT AND BOARD EVALUATION

B1.    Remuneration Committee

As at the date of this Annual Report, the Remuneration Committee comprises three Independent Non-executive Directors and two Executive Directors, namely Mr. LU Chi-Chant (Chairman), Mr. CHEN Ruey-Long, Mr. YANG Shih-Chien, Dr. LEI Chien and Mr. PAN Yi-Fan respectively.

The main duties of the Remuneration Committee include determining the policy and structure for the remuneration of Executive Directors, assessing performance of Executive Directors and approving the terms of Executive Directors’ service contracts, and determining or making recommendations to the Board on the Company’s remuneration packages of individual Executive and Non-executive Directors and senior management.

In conducting its work in relation to the remuneration of Directors and senior management, the Remuneration Committee ensures that no director or any of his/her associates was involved in determining his or her own remuneration. It also ensures that remuneration levels should be sufficient to attract and retain directors to run the Company successfully.

The roles and functions of the Remuneration Committee are set out in its terms of reference. Full terms of reference (Remuneration Committee Charter) are available on the Company’s website: www.ir-cloud.com/hongkong/00157/irwebsite and the Stock Exchange’s website.

B2.    The level and make-up of remuneration and disclosure

The Remuneration Committee held three meetings during the year ended 31 December 2018. During the year 2018, the Remuneration Committee has reviewed and approved the proposed bonus awards for all employees and senior management; reviewed and recommended the Directors’ service contracts of Dr. LEI Chien and Mr. PAN Yi-Fan as Executive Directors, and Mr. HSIAO Wen-Chung, Ms. LU Yu-Min and Ms. LIN Shu-Hua as Non-Executive Directors and the letter of appointment of Mr. YANG Shih-Chien as Independent Non-executive Director; reviewed and recommended the amendment of the Director’s service contract of Dr. TSAI Yen-Yu; and reviewed and recommended the renewal of letter of appointment of Mr. CHEN Ruey Long and Mr. LU Chi-Chant as Independent Non-executive Directors. With reference to the Remuneration Committee Charter, the Remuneration Committee members had carefully reviewed and considered the contribution of each of the Directors to the Group, the Directors’ experience in the beauty and spa business and the market rate paid by comparable companies.

Independent professional advice would be sought to supplement internal resources where appropriate.

C.      ACCOUNTABILITY AND AUDIT

C1.    Financial reporting

Management provided explanation and information to the Board to enable the Board to make an informed assessment of the financial and other information put before the Board for approval.

Directors are provided with reports on the management’s strategic plans, updates on lines of business, financial objectives, plans and actions. The Directors are responsible for keeping proper accounting records and preparing accounts for each financial period, which give a true and fair view of the state of affairs of the Group and of the results and cash flow for that period. In preparing the accounts for the year ended 31 December 2018, the Directors have:

•         approved the adoption of all applicable Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants;

•         selected and applied consistently appropriate accounting policies;

•         made judgements and estimates that are prudent and reasonable; and

•         prepared the accounts on a going concern basis.

C1.    Financial reporting (Continued)

A statement by the auditors about their reporting responsibilities is included in the Independent Auditor’s Report set out on pages 85 to 91.

Management provided all members of the Board with monthly updates giving a balanced and understandable assessment of the Company’s performance, position and prospects in sufficient details to enable the Board as a whole and each Director to discharge their duties.

The Directors acknowledge their responsibility for preparing the accounts, and the financial statements have been prepared on a going concern basis.

The Board will present a balanced, clear and understandable assessment to annual and interim reports, other announcements in relation to inside information and other financial disclosures required under the Listing Rules, and report to regulators as well as information required to be disclosed pursuant to statutory requirements.

C2.    Risk management and internal control

The Board acknowledges its responsibility for the risk management and internal control systems and reviewing their effectiveness. Such systems are designed to manage rather than eliminate the risk of failure to achieve business objectives, and can only provide reasonable and not absolute assurance against material misstatement or loss.

The Board has the overall responsibility for evaluating and determining the nature and extent of the risks it is willing to take in achieving the Company’s strategic objectives, and establishing and maintaining appropriate and effective risk management and internal control systems.

The Audit Committee assists the Board in leading the management and overseeing their design, implementation and monitoring of the risk management and internal control systems.

The Company has developed and adopted various risk management procedures and guidelines with defined authority for implementation by key business processes and office functions, including project management, manufacturing and procurement, financial reporting, human resources and information technology.

The Company’s risk management and internal control systems have been developed with the following principles, features and processes:

The Company’s risk management and internal control systems are designed with the principles to enhance the operation effectiveness, reduce loss in assets, ensure the reliability of financial reports and ensure compliance with relevant legislation and regulations.

The systems cover the factors including, among others, environment control, risk assessment, activity control, information and communication, and internal surveillance.

The Company organizes personnel and seeks assistance from external professional advisory institutions to establish the risk management and internal control systems which are subject to the review by the Company’s management team and approval by the Audit Committee and the Board.

All departments conducted internal control assessment regularly to identify risks that potentially impact the business of the Group and various aspects including key operational and financial processes, regulatory compliance and information security. Self-evaluation has been conducted annually to confirm that control policies are properly complied with by each department.

The management regularly reviews the effectiveness of the risk management and internal control systems and compliance with best practices. In coordination with department heads, the management assesses the likelihood of risk occurrence, provides treatment plans, and monitors the risk management progress, and reports to the Audit Committee on all findings and the effectiveness of the systems. The Chief Audit Consultant also reports to the Audit Committee on the implementation of internal control.

The management has confirmed to the Board and the Audit Committee on the effectiveness of the risk management and internal control systems for the year ended 31 December 2018.

The Internal Audit Department was established in early 2016 to enhance risk management and internal control systems in a timely manner. The Internal Audit Department is responsible for performing independent review of the adequacy and effectiveness of the risk management and internal control systems. The Internal Audit Department examines key issues in relation to the accounting practices and all material controls and provides the effectiveness of its implementation and recommendations for improvement to the Audit Committee.

The Company has adopted a whistle-blowing policy to facilitate its employees to raise, in confidence, concerns about possible improprieties in financial reporting control or other matters of the Company.

During the year ended 31 December 2018, the Board conducted reviews of the risk management and internal control systems and considered that such systems of the Group had been implemented effectively and adequately. The Board’s review will also consider the adequacy of resources, qualifications and experience of the staff of the Company’s accounting and financial reporting function, and their training programmes and budget.

The Company has developed its disclosure policy which provides a general guide to the Company’s Directors, officers, senior management and Relevant Employees in handling confidential information, monitoring information disclosure and responding to enquiries.

Control procedures have been implemented to ensure that unauthorized access and use of inside information are strictly prohibited.

C3.    Audit Committee

As at the date of this Annual Report, the Audit Committee comprises three Independent Non-executive Directors and one Non-executive Director, namely Mr. CHEN Ruey-Long (Chairman), Mr. LU Chi-Chant, Mr. YANG Shih-Chien and Ms. LIN Shu-Hua, respectively. The majority of the Audit Committee members are Independent Non-executive Directors, with Mr. LU Chi-Chant possessing the appropriate professional qualifications and accounting and related financial management expertise.

Draft minutes are sent to members of the Audit Committee within 14 days of each meeting. None of the Audit Committee members is a partner of the external auditors of the Company.

The Audit Committee is authorized by the Board to investigate any activity within its terms of reference; to seek any information it requires from any employee and all employees are directed to cooperate with any request made by the Audit Committee; to obtain outside legal or other independent professional advice; and to secure the attendance of outsiders with relevant experience and expertise to their meetings if necessary. Sufficient resources are provided to the Audit Committee to discharge its duty.

Full terms of reference (Audit Committee Charter) explaining the Audit Committee’s role and authority are available on the Company’s website: www.ir-cloud.com/hongkong/00157/irwebsite and the Stock Exchange’s website.

The Audit Committee held five meetings during the year ended 31 December 2018. During the year 2018, the Audit Committee reviewed the annual results in respect of the year ended 31 December 2017 and interim results for the six months ended 30 June 2018 and significant issues on the financial reporting and compliance procedures and arrangements for employees to raise concerns about possible improprieties. During the year 2018, the Audit Committee also met with the external auditors twice to discuss audit issues, before recommending to the Board for approval of publication of results.

There is an agreed procedure for Audit Committee members to take independent professional advice at the Company’s expenses.

There were no material uncertainties relating to events or conditions that may cast significant doubt upon the Company’s ability to continue as a going concern.

The Audit Committee did not have any different view from the Board regarding the selection and re-appointment of external auditors.

The Audit Committee recommended to the Board (which in turn endorsed the view) that, subject to shareholders’ approval at the forthcoming AGM, Messrs. Deloitte Touche Tohmatsu be reappointed as the external auditors for year 2019.

There was a whistle-blowing policy which forms part of the employee’s handbook.

C4.    Auditor’s remuneration

During the year under review, the remuneration paid to the Group’s auditors, in respect of audit services amounted to HK$3,611,000 and non-audit services amounted to HK$245,000 which were reviewed and approved by the Audit Committee.

D.      DELEGATION BY THE BOARD

D1.    Management functions

There is a defined schedule of matters reserved for full Board decision, including:

–        long-term objectives and strategies;

–        extension of Group activities into new business areas;

–        preliminary announcements of interim and annual results;

–        material banking facilities;

–        material acquisitions and disposals;

–        material connected transactions; and

–        annual internal controls assessment.

D2.    Board Committees

The Board has established four Board Committees (namely Audit Committee, Remuneration Committee, Executive Committee and Nomination Committee) that undertake work on its behalf with specific terms of reference setting out their roles and functions available at the Company’s website: www.ir-cloud.com/hongkong/00157/irwebsite.

Board Committees present their respective reports to the Board after each meeting, which address their work and findings.

In addition to the Remuneration Committee, Audit Committee and Nomination Committee described above, details of the Executive Committee are set out below.

D2.    Board Committees (Continued)

Executive Committee

As at the date of this Annual Report, the Executive Committee comprises two Executive Directors and three Non-executive Directors, namely Dr. LEI Chien (Chairperson), Mr. PAN Yi-Fan, Ms. LU Yu-Min, Ms. LIN Shu-Hua and Mr. CHEN Shou-Huang respectively.

Executive Committee is primarily responsible for formulating business policies, making decisions on key business issues and policies, facilitating the approval of certain corporate actions and exercising the powers and authority delegated by the Board in respect of matters arising between regularly scheduled Board meetings, and to review financial, marketing, retail, operation and other business performance, as well as to review and approve annual budget and key performance indicators (“KPIs”) and track performance.

The Executive Committee held four meetings during the year ended 31 December 2018 and the attendance records are set out under “Directors’ Attendance and Training Records” on page 25 of this Annual Report.

E.      COMMUNICATION WITH SHAREHOLDERS

E1.    Effective communication

Separate resolutions are proposed at the meeting on each substantially separate issue, including the election of individual Directors.

Chairperson of the Board and Chairmen of the Board Committees or their respective delegates are requested to attend the forthcoming AGM.

The Company has held one AGM on 24 May 2018 since the issuance of the last annual report.

Code provision E.1.2 stipulates that the chairman of the board of a listed issuer should attend the AGM. The chairman of the board should also invite the chairmen of the audit, remuneration, nomination and any other committees to attend. In their absence, the chairman of the board should invite another member of the committee or failing this, his duly appointed delegate, to attend. These persons should be available to answer questions at the AGM.

On the AGM held on 24 May 2018, Dr. TSAI Yen-Yu, the then Chairperson of the Board, Mr. CHEN Ruey-Long, the Chairman of the Audit Committee, Mr. LU Chi-Chant, the Chairman of the Remuneration Committee, Mr. LEE Ming-Ta, the then Chairman of the Executive Committee and Mr. HSIEH Pang-Chang, the then Chairman of the Nomination Committee were unable to attend the AGM due to other overseas commitments. The Board had arranged for Dr. SU Chien-Cheng, a then Executive Director and a member of the Remuneration Committee and Executive Committee of the Company, who was well versed in all business activities and operations of the Group, to attend and chair the AGM on behalf of Dr. TSAI Yen-Yu and to respond to shareholders’ questions.

The Company has optimized the planning and procedures of annual general meetings by, for example, giving adequate time to all Directors to accommodate their work arrangements and providing all necessary support for their presence and participation at annual general meetings, such that the Chairperson of the Board and all Directors will be able to attend future AGMs of the Company.

The Company arranged for the notice to shareholders for the 2018 AGM at least 20 clear business days before the meeting.

The procedure for shareholders to convene an extraordinary general meeting can be found in Article 73 of the Articles of the Company, which is available at the Company’s website ( www.ir-cloud.com/hongkong/00157/irwebsite) and the Stock Exchange’s website.

Documents relating to the Procedures for Nomination of Directors by Shareholders and the Shareholder Communication Policy are available for download from the Company’s website ( www.ir-cloud.com/hongkong/00157/irwebsite).

There is a dedicated section of “Shareholder Services” in the Company’s website: www.ir-cloud.com/hongkong/00157/irwebsite to provide comprehensive information related to shareholders.

For putting forward any enquiries to the Board of the Company, shareholders may send their enquiries or requests to the following:

Address: 958 Changping Road, Jing’an District, Shanghai, China

Fax: +86 21 5256-0455

Email: ir@nblife.com