|Zhengdong Zhu||Baohong Yin||Hongfeng Sun||Xiaoshu Chen||Annabelle Yu Long||Liankui Hu||Carol Yu|
Differences between Cayman Islands and NYSE Corporate Governance Practices
We are incorporated in the Cayman Islands. As a foreign private issuer with ADSs listed on the NYSE we are subject to corporate governance requirements imposed by the NYSE. Under Section 303A of the NYSE Listed Company Manual, in general NYSE-listed non-U.S. companies may follow their home-country corporate governance practices in lieu of some of the NYSE corporate governance requirements. We are committed to a high standard of corporate governance. As such, we strive to comply with most of the NYSE corporate governance practices.
However, the following are the ways in which our current corporate governance practices differ from NYSE corporate governance requirements because the laws of Cayman Islands do not require such compliance:
1. We are not required to obtain shareholder approval for the adoption of, or material revisions to, our equity-compensation plans where our directors consider it in the best interests of the company to do so and when the issue price of shares issued pursuant to such plans is otherwise fair.
2. Our compensation committee of our board of directors is not comprised entirely of independent directors.
3. Our nomination committee of our board of directors is not comprised entirely of independent directors.
We may determine to voluntarily comply with one or more of the foregoing provisions as required by the NYSE Listed Company Manual.