Corporate Governance

Forgame has adopted the Corporate Governance Code as set out in Appendix 14 to the Listing Rules (the"Code") and will comply with the code provisions in the Code. The Code sets out principles of good corporate governance in relation to, among other matters, directors, the chairman and chief executive officer, board composition, the appointment, re-election and removal of directors, their responsibilities and remuneration and communications with shareholders. The Board of Directors consists of six Directors, of whom two are Executive Directors, one is Non-executive Director and three are Independent Non-executive Directors.

Audit and Compliance Committee

The Company established an Audit and Compliance committee on September 1, 2013 with written terms of reference in compliance with Rule 3.21 of the Listing Rules and paragraph C3 and paragraph D3 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules. The Audit and Compliance committee consists of three independent non-executive Directors being Mr. WONG Chi Kin, Mr. WANG Dong, and Mr. CUI Yuzhi. The chairman of the Audit and Compliance committee is Mr. WONG Chi Kin, who holds the appropriate professional qualifications as required under Rules 3.10(2) and 3.21 of the Listing Rules. The primary duties of the Audit and Compliance committee are to assist our Board by providing an independent view of the effectiveness of the financial reporting process, internal control and risk management systems of our Group, overseeing the audit process and performing other duties and responsibilities as assigned by our Board.
Terms of Reference of Audit and Compliance Committee

Remuneration Committee

The Company established a Remuneration Committee on September 1, 2013 with written terms of reference in compliance with paragraph B1 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules. The Remuneration Committee consists of two independent non-executive Directors being Mr. WANG Dong and Mr. WONG Chi Kin, and one executive Director being Mr. HAN Jun. The Remuneration Committee is chaired by Mr. WANG Dong, an independent non-executive Director. The primary duties of the Remuneration Committee include but not limited to, the following: (i) making recommendations to the Board on our policy and structure for all remuneration of Directors and senior management and on the establishment of a formal and transparent procedure for developing policy on such remuneration; (ii) determining the specific remuneration packages of all Directors and senior management; and (iii) reviewing and approving performancebased remuneration by reference to corporate goals and objectives resolved by the Board from time to time.
Terms of Reference of Remuneration Committee

Nomination Committee

The Company established a Nomination Committee on September 1, 2013 with written terms of reference in compliance with paragraph A4 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules. The Nomination Committee consists of two independent non-executive Directors being Mr. WANG Dong, Mr. CUI Yuzhi and one non-executive Director being Mr. ZHANG Qiang. The chairman of the Nomination Committee is Mr. ZHANG Qiang, a non-executive Director. The primary functions of the Nomination Committee include, without limitation, reviewing the structure, size and composition of the Board of Directors, assessing the independence of independent non-executive Directors and making recommendations to the Board on matters relating to the appointment of Directors.
Terms of Reference of Nomination Committee

Corporate Governance Committee

The Corporate Governance Committee was established by resolutions of the Board on 22 May 2020. The Corporate Governance Committee consists of three independent non-executive Directors being Mr. CUI Yuzhi, Mr. WANG Dong and Mr. WONG Chi Kin. The chairman of the Corporate Governance Committee is Mr. CUI Yuzhi. The primary functions of the Corporate Governance Committee include, without limitation, to develop and review the Company’s policies and practices on corporate governance and make recommendations to the Board, to review and monitor the training and continuous professional development of Directors and Senior Management, to review and monitor the Company’s policies and practices on compliance with legal and regulatory requirements, and to develop, review and monitor the code of conduct and compliance manual (if any) applicable to employees and Directors.
Terms of Reference of Corporate Governance Committee

Terms of Reference of the Investment Committee

The investment committee was established by resolutions of the Board on 30 September 2020. The Investment Committee consists of three independent non-executive Directors, being Mr. LU Xiaoma,Mr. WANG Dong , Mr. WONG Chi Kin and Mr. ZHU Liang as executive Directors .The chairman of the investment Committee is Mr. LU Xiaoma. The primary functions of the investment Committee include, without limitation, to review and assess the performance of the Company’s past investment projects and make recommendations to the Board; to study and review investment projects for the future development of the Company (including mergers and acquisition, joint ventures, equity investments and investments in the secondary market etc.) and make recommendations to the Board; to implement the investment decision-making procedures within the scope authorised by the Board and to supervise the implementation thereof; to understand, study and determine policies relating to the development of the Company and to provide opinions and make recommendations to the Company on matters that may have a significant impact on the development of the Company; and other matters authorised by the Board.
Terms of Reference of Remuneration Committee

BOARD OF DIRECTORS
Memorandum and Articles of Association
Contractual Arrangements