Haitong UniTrust International Leasing : TERMS OF REFERENCE OF THE RISK MANAGEMENT COMMITTEE OF THE BOARD OF DIRECTORS

海通恆信國際融資租賃股份有限公司

Haitong Unitrust International Financial Leasing Co., Ltd.

(A joint stock company incorporated in the People's Republic of China with limited liability)

RISK MANAGEMENT COMMITTEE

UNDER THE BOARD OF DIRECTORS

TERMS OF REFERENCE

The English version is for reference only. Should there be any inconsistency between the English and Chinese versions, the latter shall prevail.

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	Chapter 1  General Provisions
Clause 1	In order to strengthen the risk management and internal control system of Haitong
	Unitrust International Financial Leasing Co., Ltd. (the "Company"), enhance the
	capability of risk control and improve the corporate governance structure, the Risk
	Management Committee under the board of directors of the Company is established
	with these terms of reference in accordance with the Company Law of the People's
	Republic of China, the Articles of Association of Haitong Unitrust International
	Financial Leasing Co., Ltd. (the "Articles"), the Terms of Reference of the Board of
	Directors of Haitong Unitrust International Financial Leasing Co., Ltd., the Rules
	Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
	(the "Hong Kong Listing Rules"), other relevant laws, regulations and normative
	documents.
Clause 2	The Risk Management Committee is a special committee set up by the board
	of directors as an advisory organization in respect of matters relating to risk
	management and internal control system. It provides the board of directors with
	opinions and suggestions on risks relating to corporate strategies, operation, market,
	finance and law.
Clause 3	The Risk Management Committee shall be directly accountable and report to the
	board of directors.
Clause 4	The composition and convening of meetings, and opinions or recommendations
	approved at meetings of the Risk Management Committee shall comply with the
	relevant laws, regulations, the Articles and these terms of reference.
	Chapter 2  Composition
Clause 5	The Risk Management Committee shall consist of not less than three directors.
Clause 6	Members of the Risk Management Committee shall be nominated by the chairman
	of the board of directors, not less than half of the independent non-executive
	directors or one-third of all the directors, and shall be elected by more than half of
	all the members of the board of directors.
Clause 7	The Risk Management Committee shall have a chairman (convener) who shall
	preside over the activities of the Risk Management Committee. The chairman shall
	be elected from members of the Risk Management Committee.

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Clause 8 The term of office of the members of the Risk Management Committee shall be the same as that of the directors or independent non-executive directors. A member may serve consecutive terms if re-elected upon the expiry of his/her term of office. A member shall cease to be a member when he/she is no longer a director of the Company, and the board of directors shall fill up the vacancy in accordance with Clauses 5 to 7 above.

Clause 9 If a member of the Risk Management Committee fails to attend meetings of the Risk Management Committee in person for two consecutive times and does not delegate another member to act on his/her behalf, he/she shall be deemed as incapable of performing his/her duties, and shall be replaced by the board of directors.

Save as the circumstances set out in the aforesaid clauses and the circumstances in which a person is prohibited from acting as a director or independent non-executive director in the Articles, a member of the Risk Management Committee shall not be removed without reasons before the expiry of his/her term of office.

Clause 10 A member of the Risk Management Committee may tender his/her resignation during his/her term of office in compliance with the laws, regulations and relevant requirements in the Articles in relation to the resignation of directors or independent non-executive directors.

Clause 11 Where the board of directors removes the position of a member of the Risk Management Committee pursuant to the first paragraph of Clause 9 hereof or a member resigns from his/her position as a member of the Risk Management Committee before expiry of his/her term of office pursuant to Clause 10 hereof, he/she may continue to perform his/her duties as a director or independent non- executive director of the Company during his/her term of office without any prejudice.

Chapter 3  Duties and Authorities

Clause 12 The responsibilities of the Risk Management Committee include:

1. supervising and providing guidance for the establishment and improvement of the risk management and internal control systems of the Company; reviewing and monitoring the policies and requirements of the Company on the compliance with laws and regulations;

1. reviewing plans, annual work plans and annual reports in relation to the risk management and internal control systems of the Company;

1. reviewing the organizational structure and allocation of duties in relation to the risk management and internal control systems of the Company;

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(IV) reviewing policies and work processes in relation to the risk management and internal control systems of the Company;

1. reviewing the risk management strategies and action plans for major risks of the Company;

(VI)	conducting research on the management of risks arising from major
	investing and financing activities and other major operational and
	managerial matters, and providing recommendations to the board of
	directors;
(VII)	discussing the risk management systems with the senior management to
	ensure that the senior management has discharged its duty to establish and
	implement effective risk management systems; ensuring adequate resources,
	staff qualifications and experience, training for employees and relevant
	budget in respect of risk management;
(VIII)	conducting research on major emergency risk events and results of
	important investigations of other matters relating to risk management and
	internal control, as well as the responses from the management;
(IX)	reviewing the corporate governance policies and practices of the Company,
	and making recommendations to the board of directors;

1. reviewing and monitoring the training and continuous professional development of the directors and senior management;

(XI)	formulating, reviewing and monitoring the code of conduct and compliance
	manual (if any) applicable to the employees and directors;
(XII)	reviewing the Company's compliance with the Corporate Governance Code
	under Appendix 14 of the Hong Kong Listing Rules and disclosure in the
	corporate governance report;
(XIII)	other matters as authorized by the board of directors.

Clause 13 The members of the Risk Management Committee will be provided with sufficient resources to discharge its duties. The Credit Review & Approval Department, the Risk Management Department and the general office of the board of directors of the Company shall provide assistance to the members for discharging their duties, including but not limited to briefing of situations and providing materials.

Clause 14 When members of the Risk Management Committee are discharging their duties, relevant personnel of the Company shall actively cooperate with them, and shall neither refuse, impede or conceal, nor make any interference.

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Chapter 4  Responsibilities of the Chairman

Clause 15 The chairman of the Risk Management Committee shall mainly perform the following responsibilities:

1. convening regular meetings of the Risk Management Committee;

1. convening extraordinary meetings of the Risk Management Committee under special circumstances;

1. presiding over the meetings of the Risk Management Committee;

(IV) arranging and preparing research reports on risk management projects;

1. reviewing and finalizing daily research reports;

(VI) other duties as authorized by the board of directors and the Risk Management Committee.

Chapter 5  Convening and Notice of Meeting

Clause 16 The Risk Management Committee shall convene at least one meeting every year. Extraordinary meetings may be convened when necessary. Meetings of the Risk Management Committee may be held in the forms such as physical meetings (video conferencing), teleconferencing or correspondence.

Clause 17 In any one of the following circumstances, the chairman of the Risk Management Committee shall convene an extraordinary meeting within five working days:

1. in circumstances as deemed necessary by the chairman of the board of directors;

1. when proposed by not less than one-third of the directors;

1. when proposed by not less than half of the members;

(IV) when proposed by the senior management of the Company;

1. when dealing with emergency incidents with material risks.

Clause 18 The Risk Management Committee, in principle, shall issue the notice of meeting in writing to each of the members five days prior to the date of meeting. In specific circumstances where not less than two-thirds of the members of the Risk Management Committee make no objection, the notice may be otherwise served in less than five days prior to the date of meeting.

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Clause 19 The notice of meeting of the Risk Management Committee shall contain the following information:

1. date and venue of the meeting;

1. duration of the meeting;

1. purpose and agenda of the meeting;

(IV)	the date of the notice.

The agenda and notice of the meeting shall be prepared by the chairman of the Risk Management Committee and shall be delivered to all members of the Risk Management Committee by the officers under the board of directors of the Company.

Chapter 6  Procedures and Voting of Meetings

Clause 20 Meetings of the Risk Management Committee shall not be held without the presence of no less than two-thirds of the members. Each member shall have one vote. A resolution of the meeting shall be passed by not less than two-thirds of all the members of the Risk Management Committee.

Clause 21 The Risk Management Committee may approve and submit the resolutions in relation to certain issues, reports or documents to the board of directors of the Company.

Clause 22 For reports yet to be adopted as a resolution, the member of the Risk Management Committee who made such proposals or research reports may submit the same to the board of directors for review as an individual research report.

Clause 23 The meetings shall be presided over by the chairman of the Risk Management Committee. In the event that the chairman of the Risk Management Committee is unable to attend the meeting, he/she shall delegate another member to preside over the meeting.

Clause 24 The Risk Management Committee may invite persons related to the proposals for the introduction of the same or the consideration of their opinions according to the agenda or requirements of the meetings, and those persons must not be absent from the meetings for no reason. The persons being invited to the meetings shall not participate in discussion or affect the progress, voting and resolution of the meetings.

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Clause 25 The Risk Management Committee, in principle, does not consider the proposals or issues that were not listed on the notice of meeting. If a new proposal or issue needs to be considered under special circumstances, it shall be agreed by not less than two-thirds of the members for the consideration and approval of the additional proposal or issue.

Clause 26 The general office of the board of directors, Credit Review & Approval Department, Risk Management Department and relevant departments of the Company are responsible for the preparation works of the Risk Management Committee and the provision of written materials in relation to risk management, including but not limited to:

1. the analysis, plans and summary reports by the management in respect of risk management and the confirmation in respect of the effectiveness of risk management;

1. the work report of the risk management department, including the analysis of the effectiveness and adequacy of risk management;

1. the report on the effectiveness of the financial reporting procedures by the accounting department and the compliance report of the Company prepared by the compliance department.

Chapter 7  Resolutions and Minutes of Meetings

Clause 27 Meetings of the Risk Management Committee shall be decided by a show of hands, by poll or by correspondence, where a resolution of the meeting shall be formed upon voting and shall be recorded in minutes. Members of the Risk Management Committee who have attended the meeting shall sign the resolutions and the minutes of the meeting. The written resolutions and minutes shall be available to all members of the Risk Management Committee for record and shall be filed by the Company. Upon the reasonable notice of any directors, such minutes shall be available for inspection by the director in a reasonable period of time.

Clause 28 Minutes of the meetings of the Risk Management Committee shall record the matters considered and decisions at the meetings, including any concerns raised or dissenting views expressed by directors.

Clause 29 The resolutions of the Risk Management Committee shall include the followings:

1. the date and venue and name of the convener of the meeting;

1. the number of members who should be present and the number of members who are actually present;

1. an explanation of the relevant procedures of the meeting and the validity of the resolutions of the meeting;

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(IV)	an explanation of the proposals considered and voted at the meeting and the
	results of the voting;

1. other matters that should be explained and recorded in the resolutions of the meeting.

Clause 30 According to laws, regulations, the Articles and relevant procedures of meetings, if the resolutions passed by the meetings of the Risk Management Committee are within the scope of approval by the board of directors, the relevant resolutions passed by, and voting results of, the Risk Management Committee shall be submitted in writing to the board of directors of the Company for approval.

Chapter 8  Supplementary Provisions

Clause 31 Unless otherwise specified, terms used herein shall have the same meaning ascribed to them in the Articles.

Clause 32 For any matters not covered by these terms of reference, the relevant laws and regulations of the PRC, the Hong Kong Listing Rules and the Articles shall prevail. In the event that these terms of reference are in contravention with the laws and regulations subsequently promulgated by the PRC government, the Hong Kong Listing Rules or the Articles as amended under lawful procedures, the relevant laws and regulations of the PRC, the Hong Kong Listing Rules and the Articles shall prevail. Amendments to these terms of reference shall be made forthwith and submitted to the board of directors for approval.

Clause 33 These terms of reference have been approved by the board of directors and shall become effective and applicable from the date on which the overseas listed foreign shares (H shares) of the Company are issued and listed on The Stock Exchange of Hong Kong Limited. Since the date on which these terms of reference become effective, the original "Terms of Reference of the Risk Management Committee under the Board of Directors" of the Company will lapse automatically. The board of directors of the Company shall be responsible for amending and interpreting these terms of reference.

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