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 five Directors, of whom one is Executive Director, 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 two independent non-executive Directors being Mr. HOW Sze Ming and Ms. Poon Philana Wai Yin, and one non-executive Director being Mr. Tung Hans. The chairman of the Audit and Compliance committee is Mr. HOW Sze Ming, 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. Zhao Cong Richard and Mr. HOW Sze Ming, and one non-executive Director being Mr. Tung Hans. The Remuneration Committee is chaired by Mr. Zhao Cong Richard, 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. Zhao Cong Richard and Ms. Poon Philana Wai Yin, and one executive Director being Mr. Wang Dongfeng. The chairman of the Nomination Committee is Mr. Wang Dongfeng. 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

BOARD OF DIRECTORS
Memorandum and Articles of Association
Contractual Arrangements