Our compensation committee will consist of Yahui Zhou, Hongyi Zhou and Trond Riiber Knudsen, and will be chaired by Yahui Zhou. Trond Riiber Knudsen satisfies the “independence” requirements of Section 303A of the Rule 5605(a)(2) of the Listing Rules of the NASDAQ Stock Market. As a foreign private issuer, we have elected to not have our compensation committee consist of entirely independent directors. Our compensation committee will assist the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated upon. The compensation committee will be responsible for, among other things:
- reviewing and approving to the board with respect to the total compensation package for our chief executive officer; • reviewing the total compensation package for our employees and recommending any proposed changes to our management; • reviewing and recommending to the board with respect to the compensation of our directors;
- reviewing annually and administering all long-term incentive compensation or equity plans;
- selecting and receiving advice from compensation consultants, legal counsel or other advisors after taking into consideration all factors relevant to that person’s independence from management; and
- programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans.
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