China Conch Venture : Terms of Reference of the Strategy, Sustainability and Risk Management Committee of the Board of Directors

CHINA CONCH VENTURE HOLDINGS LIMITED ʕ਷ऎᑮ௴ุછٰϞࠢʮ̡ (Incorporated in the Cayman Islands with limited liability)

€׵ ක ਟ ໊ ࢥ ൗ ̅ ϓ ͭ ٙ Ϟ ࠢ ʮ ̡

(Stock Code: 586)

€ٰ ΅ ˾ ໮j586 ("the Company") €˜͉ ʮ ̡™

Terms of Reference of the

Strategy, Sustainability and Risk Management Committee (the "Committee")

of the Board (the "Board") of Directors (the "Directors")

໨ ԫ€˜໨ ԫ™ึ€˜໨ ԫ ึ™

኷ ଫe̙ ܵ ᚃ ೯ ࢝ ʿ ࠬ ᎈ ၍ ଣ ։ ࡰ ึ€˜։ ࡰ ึ™

ᔖᛆᇍఖ

1. Constitution

1.

ଡ଼ ϓ

1.1

The Committee is established pursuant to 1.1 a resolution passed by the Board of the Company at its meeting held on 29 March 2021.

͉։ࡰึ͉݊ܲʮ̡໨ԫึ׵ 2021 ϋ 3 ˜ 29 ˚ ึ ᙄ ஷ ཀ ϓ ͭ ٙf

2.

Membership

2. ϓ ࡰ

2.1 Members of the Committee shall be appointed by the Board from amongst the directors of the Company and shall consist of not less than four members.

2.1

։ࡰึ͟໨ԫึ੽Չ໨ԫʕ։΂ ଡ଼ ϓd։ ࡰ ึ ɛ ᅰ ௰ ˇ 4 Τf

2.2 2.2

The Chairman of the Committee shall be appointed by the Board or elected among the members of the Committee.

։ࡰึ˴ࢩ͟໨ԫึ։΂א຾։ ࡰ ึ ึ ࡰ ፯ ᑘf

2.3 2.3

The company secretary of the Company shall be the secretary of the Committee. In the absence of the secretary of the Committee, the members of the Committee present at the meeting may elect among themselves or appoint another person as the secretary for that meeting.

͉ʮ̡ٙʮ̡।ࣣމ։ࡰึٙ।ࣣf ν ։ ࡰ ึ । ࣣ ॹ ࢩd̈ ࢩ ٙ ։ ࡰ ਗ਼ ί˼ࡁ຅ʕ፯̈।ࣣא։΂Չ˼ ɛ ዄ ΂ ༈ ึ ᙄ ٙ । ࣣf

2.4 Additional members may be appointed to	2.4 ຾໨ԫึʿ։ࡰึʱйஷཀӔᙄd
the Committee and members of the	˙ ̙ ։ ΂ ᕘ ̮eһ ಁeא ᇦ е ։ ࡰ
Committee may be replaced or removed	ึ ϓ ࡰfν ༈ ։ ࡰ ึ ϓ ࡰ ʔ Ύ ݊ ໨
by separate resolutions passed by the	ԫ ึ ٙ ϓ ࡰd༈ ։ ࡰ ึ ϓ ࡰ ٙ ΂ ն
Board and by the Committee. The	ਗ਼ І ਗ ࿞ ቖf
appointment of a member of the
Committee shall be automatically
revoked if such member ceases to be a
member of the Board.

3. Proceedings of the Meeting

3. ึᙄ೻ҏ

3.1 Notice:

3.1 ึ ᙄ ஷ ٝj

(a) Unless otherwise agreed by all the

Committee members, a meeting shall be called by at least seven days' notice. Such notice shall be sent to each member of the Committee, and to any other person invited to attend. Irrespective of the length of notice being given, attendance of a Committee member at a meeting constitutes a waiver of such notice unless the Committee member attending the meeting attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the grounds that the meeting has not been properly convened.

(a)

ৰ ڢ ։ ࡰ ึ Ό ᜗ ϓ ࡰ Ν จd ̜ ක ։ ࡰ ึ ٙ ึ ᙄ ஷ ٝ ಂd ʔ Ꮠ ˇ ׵ ɖ ˂f ༈ ஷ ٝ Ꮠ ೯ ഗ ӊ Τ ։ࡰึึࡰʿՉ˼ᐏᒗ̈ࢩٙ ɛ ɻf ʔ ሞ ஷ ٝ ಂ ڗ ೵d ։ ࡰ ึϓࡰ̈ࢩึᙄਗ਼஗ൖމՉ׳ ૝ ա Ց ԑ ಂ ஷ ٝ ٙ ᛆ лd ৰ ڢ ̈ࢩ༈ึᙄٙ։ࡰึϓࡰٙͦ ٙ މ ί ึ ᙄ ක ֐ ʘ ࣛd ˸ ึ ᙄ ӚϞ੻Ց͍ᆽή̜කމଣ͟d ˀ ࿁ ึ ᙄ ஈ ଣ ΂ О ԫ ධf

(b)Any Committee member or secretary of the Committee may at any time, on the request of any Committee member, summon a Committee meeting. Notice shall be given to each Committee member in person verbally or in writing or by telephone or by email or by facsimile transmission at the telephone or facsimile number or address or email address from time to time notified to the secretary by such Committee member or in such other manner as the Committee members may from time to time determine.

(b) ΂ О ։ ࡰ ึ ϓ ࡰ א ։ ࡰ ึ । ࣣ€Ꮠ ΂ О ։ ࡰ ึ ϓ ࡰ ٙ ሗ Ӌ ࣛ ̙ ׵΂Оࣛࡉ̜ණ։ࡰึึᙄf ̜කึᙄஷѓ̀඲ፋԒ˸ɹ᎘ א ˸ ࣣ ࠦ Җ όe א ˸ ཥ ༑e ཥ ɿ ඉ ΁e ෂ ॆ א Չ ˼ ։ ࡰ ึ ϓ ࡰʔࣛᙄ֛ٙ˙ό೯̈ʚ΢։ ࡰ ึ ϓ ࡰ€ ˸ ༈ ϓ ࡰ ʔ ࣛ ஷ ٝ । ࣣ ٙ ཥ ༑ ໮ ᇁe ෂ ॆ ໮ ᇁe ή ѧ א ཥ ɿ ඉ ᇌ ή ѧ މ ๟f

(c) Any notice given verbally shall be confirmed in writing as soon as practicable and before the meeting.

(c)

ɹ ᎘ ˙ ό Ъ ̈ ٙ ึ ᙄ ஷ ٝd Ꮠ ኋ Ҟ€ ʿ ί ึ ᙄ ̜ ක ۃ ˸ ࣣ ࠦ ˙ ό ᆽ ྼf

(d)Notice of meeting shall state the purpose, time and place of the meeting. An agenda together with relevant documents which may be required to be considered by the members of the Committee for the purposes of the meeting should generally be delivered to all Committee members seven days (and in any event not less than three days) before the intended date of the Committee meeting (or such other period as all the Committee members may agree).

(d) ึᙄஷѓ̀඲Ⴍ׼කึͦٙe ࣛ ග ձ ή ᓃf ᙄ ೻ ʿ ᎇ ڝ ც ։ ࡰఱ༈ึᙄͦٙϾᄲቡٙϞᗫ ˖΁ɓছίཫಂ̜ක։ࡰึึ ᙄ ۃ ɖ ˂€ೌ ሞ ν О ʔ ˇ ׵ ɧ ˂ €א ຾ ה Ϟ ։ ࡰ Ν จ ٙ Չ ˼ ࣛ ݬ ৔ ༺ ΢ ϓ ࡰ ਞ ቡf

• 3.2 Quorum: The quorum of the Committee meeting shall be three members of the Committee.

  • 3.2 ج ֛ ɛ ᅰj ։ࡰึึᙄج֛ɛᅰ މ 3 З ։ ࡰ ึ ϓ ࡰf

• 3.3 Attendance: The Committee may invite other members of the Board or members of the senior management to sit in at the meeting and express opinions as attendees without voting rights. External consultants may also be invited to attend such meeting.

  • 3.3 ̈ ࢩj ։ࡰึ̙ᒗሗՉ˼໨ԫึ ϓࡰא৷ॴ၍ଣᄴϓࡰΐࢩึᙄd ೯ ڌ จ Ԉdΐ ࢩ ɛ ࡰ ʔ Ԯ Ϟ ڌ Ӕ ᛆi ̮໌ᚥਪ͵̙஗ᒗሗΐࢩึᙄf

• 3.4 Frequency: Meetings shall be held at least once annually. Additional meetings may be convened if circumstances require.

  • 3.4 ක ึ ϣ ᅰj ӊ ϋ ௰ ˇ ක ึ ɓ ϣf ߰ Ϟ ה ცd̙ ̜ ක ᕘ ̮ ึ ᙄf

• 3.5 The members of the Committee may attend meetings in person, or by telephone, electronic or other means that enable all persons participating in the meeting to communicate with each other simultaneously and instantly, and participation in a meeting in the aforesaid manner shall be deemed to be present in person at such meeting.

• 3.5 ึ ᙄ ̙ ͟ ։ ࡰ ึ ϓ ࡰ ፋ Ԓ ̈ ࢩdא ˸ ཥ ༑eཥ ɿeא Չ ˼ ̙ ᜫ ה Ϟ ̈ ࢩึᙄٙɛࡰΝࣛʿуࣛၾ࿁˙ ๖ ஷ ٙ ˙ ό ආ БdϾ ˸ ɪ ࠑ ˙ ό ̈ ࢩึᙄу஗ൖЪፋԒ̈ࢩϞᗫึᙄf

4. Written resolutions

• 4. ࣣࠦӔᙄ

  4.1 A resolution in writing signed by all the

  Committee members shall be as valid and effectual as if it had been passed at a meeting of the Committee and may consist of several documents in like form each signed by one or more of the Committee members.

• 4.1 ຾͟։ࡰึΌ᜗ϓࡰᖦ໇ஷཀٙ ࣣࠦӔᙄࣩၾ຾͟։ࡰึึᙄஷ ཀ ٙ Ӕ ᙄ ࣩ Ո Ϟ Ν ഃ ࣖ ɢdϾ Ϟ ᗫ ࣣࠦӔᙄࣩ̙͟ɓΤא˸ɪ։ࡰ ึϓࡰᖦ໇ࣸόᗳЧٙε΅˖΁ ଡ଼ ϓf

  5. Alternate Committee members

• 5. ։΂˾ڌ

  5.1 A Committee member may not appoint any alternate.

• 5.1 ։ ࡰ ึ ϓ ࡰ ʔ ঐ ։ ΂ ˾ ڌf

  6. Duties and powers of the Committee

• 6. ։ࡰึٙᔖᛆ

6.1 The Committee shall have the following duties and powers:

6.1

։ ࡰ ึ Ո Ϟ ˸ ɨ ᔖ ᛆj

(I) Overall duties and powers

(a) The Committee shall be responsible for formulating or regularly reviewing the development strategies and development plans of the Company and its subsidiaries (hereinafter collectively referred to as the "Group"), supervising enterprise risk management, examining and inspecting the Group's sustainable development plans based on the internal and external actual conditions of the Group and putting forward opinions or suggestions regarding improvement of such plans, reviewing the risk management plans, and assisting the Board in fulfilling its management and supervision responsibilities related to sustainable development of the Group.

(1዆ ᜗ ᔖ ᛆ

(a) ։ࡰึٙப΂މՓࠈא֛ ಂᏨ᜕͉ʮ̡ʿՉڝ᙮ʮ ̡€Υ ၈˜͉ ණ ྠ ™ٙ ೯ ࢝ ኷ ଫe೯ ࢝ ஝ ྌ Ԩ ္ ຖ Ά ุ ࠬ ᎈ ၍ ଣd࣬ ኽ ͉ ණ ྠ ʫ ̮ ௅ ٙ ྼ ყ ઋ رdఱ ͉ ණ ྠ ̙ ܵ ᚃ ೯ ࢝ ˙ ࣩ ආ Б ᄲ ݟeᏨ ᜕ Ԩ ౤ ̈ ҷ ආ จ Ԉ א ܔ ᙄdᄲ ᙄ ࠬ ᎈ ၍ ଣ ˙ ࣩd՘ п ໨ ԫ ึᄵБՉᗫ׵͉ණྠ̙ܵ ᚃ ೯ ࢝ ٙ ၍ ଣ ္ ຖ ᔖ பf

(II) Strategies of the Group	ණྠ኷ଫ
(b) to consider and make	(b࿁ ͉ ණ ྠ ʕ ڗ ಂ ೯ ࢝ ኷ ଫ
recommendations on the mid	஝ ྌ ආ Б ޼ Ӻ Ԩ ౤ ̈ ܔ ᙄi
and long-term planning of
development strategies of the
Group;

(2)

• (c) to consider, compare and make recommendations on the Group's external public policies, laws and regulations in the place where the project is located, industry strategy information, and industry development status;

  (c) ࿁ ͉ ණ ྠ ࿁ ̮ ʮ ΍ ݁ ഄeධ ͦ ה ί ή ج ܛ ج ஝eБ ุ ኷ ଫ ڦ ࢹeБ ุ ೯ ࢝ ً ر ഃ ක ࢝ ޼ Ӻ ձ ˢ ࿁dԨ ౤ ̈ ܔ ᙄi

• (d) to formulate, consider and make recommendations on the Group's policies on protection of shareholders' rights and interests in compliance with laws and regulations when carrying out project mergers and acquisitions;

  • (d) ࿁͉ණྠ࿁̮ྼ݄ධͦԻ ᒅ ࣛdԱ ج Υ ஝ ڭ ᚐ ٰ ؇ ᛆ ू ݁ ഄ ආ Б Փ ֛ ၾ ޼ ӺdԨ ౤ ̈ ܔ ᙄi

• (e) to follow up and monitor the implementation of the strategic plan, make appropriate amendments and improvement on the strategic development plan, and consider, evaluate and make recommendations on the material adjustments involved, which will be reported to the Board for approval;

• (e) ࿁኷ଫ஝ྌྼ݄ઋرආБ ༧ ᔳ Ꮸ ݟd࿁ ኷ ଫ ೯ ࢝ ஝ ྌ ආ Б ቇ ຅ ٙ ࡌ ҷ ҁ ഛdʿ ࿁ Չʕהऒʿٙࠠɽሜ዆ආ Б ޼ Ӻe൙ Пe౤ ̈ ޴ Ꮠ ܔ ᙄdԨ జ ໨ ԫ ึ ᄲ ֛i

(III) Sustainable development

(f) to consider and make recommendations on the related policies of the Group in the sustainable development areas including but not limited to health and safety, community relations, environment and anti-corruption so as to ensure that the Group's position and performance on the sustainability issues are in compliance with laws and regulations;

(3) ̙ܵᚃ೯࢝

(f) ࿁͉ණྠ̙ܵᚃ೯࢝ჯਹ ̍ ܼ Ш ʔ ࠢ ׵ ਄ ੰ ၾ τ Όe ٟ ਜ ᗫ ڷeᐑ ྤeˀ ၵ ٙ ޴ ᗫ݁ഄආБ޼ӺԨ౤̈ܔ ᙄdᆽ ڭ ͉ ණ ྠ ί ̙ ܵ ᚃ ೯ ࢝ᙄᕚٙͭఙʿڌତୌΥ ج ܛ ʿ ္ ၍i

• (g) to conduct research, analysis and risk assessment on issues related to the sustainable development and the environment, social and governance ("ESG");

  • (g) ࿁ ̙ ܵ ᚃ ೯ ࢝d˸ ʿ ᐑ ྤe ٟ ึ ʿ ၍ ط€ ɨ ၈˜ESG™ഃ ޴ ᗫ ԫ ධ ක ࢝ ޼ Ӻeʱ ؓ ձ ࠬ ᎈ ൙ Пi

• (h) to develop systems, strategies and objectives for sustainable development, organize or assist in the monitoring and inspection of the policies, management, performance and progress related to the sustainable development and ESG matters;

  • (h) ౤ ̈ ̙ ܵ ᚃ ೯ ࢝ ٙ Փ ܓe኷ ଫ ၾ ͦ ᅺdԨ ଡ଼ ᔌ א ՘ ሜ ̙ ܵᚃ೯࢝ʿ ESG ԫධ޴ᗫ݁ ഄe၍ ଣeڌ ତ ʿ ͦ ᅺ ආ ܓ ٙ ္ ຖ ձ Ꮸ ݟi

• (i) to supervise all functional departments and guide them to fully implement the sustainable development strategies, objectives and related actions;

  • (i) ္ຖ΢ᔖঐ௅ژԨܸኬ˼ ࡁΌࠦໝྼ̙ܵᚃ೯࢝኷ ଫeͦ ᅺ ʿ ޴ ᗫ Б ਗi

• (j) to review the reports on the sustainable development and ESG matters and report to the Board;

  • (j) ᄲ ቡ ̙ ܵ ᚃ ೯ ࢝eESG ԫ ධ ޴ ᗫ జ ѓdԨ Σ ໨ ԫ ึ ි జi

• (k) to identify relevant matters that have a significant impact on the Group's operations and/or the rights and interests of other important stakeholders from the perspective of sustainable development;

• (k) ఱ̙ܵᚃ೯࢝˙ࠦᗆй࿁ ͉ ණ ྠ ᐄ ༶ ʿŊא Չ ˼ ࠠ ࠅ лू޴ᗫ˙ٙᛆू࿴ϓࠠ ɽ ᅂ ᚤ ٙ ޴ ᗫ ԫ ֝i

(l)

to review and supervise	ᏨীԨ္࿀Ϟᗫ̙ܵᚃ೯
sustainable development	࢝ ٙ ݁ ഄ ʿ ࿕ Էd˸ ᆽ ڭ ୌ
policies and practices to ensure	Υ ࠅ ӋdԨ ׵ Ϟ ც ࠅ ࣛ મ ॶ
their compliance with	Ԩ һ อ Ϟ ᗫ ᐑ ྤ ڭ ᚐeٟ ึ
requirements, adopt and update	ப΂၍ଣʿΆุ၍طٙ݁
policies concerning	ഄi
environmental protection, social
responsibility management and
corporate governance, as
necessary;

(l)

(IV) Risk management
(m) to ensure that the management	(m)	ᆽڭ၍ଣᄴʊᄵБᔖபܔ
has performed its duty to set up	ͭ Ϟ ࣖ ٙ ࠬ ᎈ ၍ ଣ ӻ ୕dܵ
effective risk management	ᚃ္ຖ͉ණྠࠬᎈ၍ଣણ
systems, consistently oversee	݄ʿӻ୕ԨЇˇӊϋᏨী
the Group's risk management	ɓ ϣ ࠬ ᎈ ၍ ଣ ݊ щ Ϟ ࣖi
measures and systems and
review the effectiveness of risk
management at least once a
year;
(n)	˴ ਗ א Ꮠ ໨ ԫ ึ ٙ ։ ݼdఱ
Ϟᗫࠬᎈ၍ଣԫ֝ٙࠠࠅ
ሜݟഐ؈ʿ၍ଣᄴ࿁ሜݟ
ഐ ؈ ٙ Ϋ Ꮠ ආ Б ޼ Ӻi
(o)	Σ໨ԫึ౤̈ܔᙄҷഛࠬ
ᎈ ၍ ଣ ӻ ୕f

(4) ࠬᎈ၍ଣ

(n) to consider major investigations findings on risk management matters as delegated by the Board or on its own initiative and management's response to these findings;

(o)to make recommendations to the Board on the improvement of the risk management system.

6.2 Saved as the above matters, the	6.2 ৰ ɪ ࠑ ԫ ධ ̮d։ ࡰ ึ ͵ ࠋ ப ޼ Ӻ
Committee is also responsible for	ʿ ᄲ ᙄ ΂ О Չ ˼ ၾ ͉ ණ ྠ ኷ ଫe̙
considering and reviewing any other	ܵᚃ೯࢝אࠬᎈ၍ଣϞᗫٙԫධf
matters relating to the corporate strategy,
sustainable development or risk
management of the Group.

7. Minutes and reporting procedures

• 7. ึᙄߏ፽ʿිజ೻ҏ

  • 7.1 Full minutes of Committee meetings shall be kept by a duly appointed secretary of the meeting (who should normally be the company secretary). Draft and final versions of minutes of the Committee meetings should be sent to all Committee members for their comment and records respectively within a reasonable time after the meeting (generally, meaning within 14 days after the meeting). Once the minutes are signed, the secretary shall circulate the minutes and reports of the Committee to all members of the Board.

• 7.1 ։ࡰึٙҁ዆ึᙄߏ፽Ꮠ͍͟ό ։ ΂ ٙ ึ ᙄ । ࣣ€ஷ ੬ މ ʮ ̡ । ࣣ ڭ πfึ ᙄ ߏ ፽ ٙ ڋ ᇃ ʿ ௰ ܝ ֛ ᇃ Ꮠ ί ึ ᙄ ܝ ɓ ݬ Υ ଣ ࣛ ග€ɓ ছ ܸ ։ࡰึึᙄഐҼܝٙ 14 ˂ ʫ ʫ ΋ ܝ ೯ ৔ ։ ࡰ ึ Ό ᜗ ϓ ࡰdڋ ᇃ Զ ϓ ࡰ ڌ ༺ จ Ԉd௰ ܝ ֛ ᇃ Ъ Չ ߏ ፽ ʘ ͜fึ ᙄ ߏ ፽ ᐏ ᖦ ໇ ܝd। ࣣ Ꮠ ਗ਼ ։ࡰึٙึᙄߏ፽ձజѓෂቡʚ ໨ ԫ ึ ה Ϟ ϓ ࡰf

  • 7.2 The secretary of the Committee shall keep records of minutes of all meetings of the Committee held during each financial year of the Company and records of attendance of members of the Committee, by name, at the Committee meetings held during that financial year.

• 7.2 ։ࡰึ।ࣣᏐਗ਼ఱ͉ʮ̡ӊࡈৌ ݁ϋܓʫ։ࡰึהϞึᙄٙึᙄ ߏ ፽ π Ꮶd˸ ʿ Ո Τ ߏ ፽ ΢ ϓ ࡰ ί ༈ৌ݁ϋܓʫ׵։ࡰึึᙄٙ̈ ࢩ ଟf

  8. Reporting responsibilities

• 8. ිజப΂

  8.1 The Committee shall report to the Board after each meeting of the Committee and shall report back to the Board on their decisions or recommendations, unless there are legal or regulatory restrictions on their ability to do so (such as a restriction on disclosure due to regulatory requirements).

• 8.1 ։ࡰึᏐ׵ӊϣ։ࡰึึᙄܝΣ ໨ԫึЪ̈ිజʿᏐΣ໨ԫึි జ Չ Ӕ ֛ א ܔ ᙄdৰ ڢ ։ ࡰ ึ ա ج ܛא္၍ࠢՓהࠢϾʔঐЪϤි జ€Է ν Ϊ ္ ၍ ஝ ֛ Ͼ ࠢ Փ מ ᚣf

  9. Annual general meeting

• 9. ٰ؇մϋɽึ

  9.1 The chairman of the Committee or in his absence, another member of the Committee or failing this, his duly appointed delegate, shall attend the annual general meeting of the Company and be prepared to answer questions at the annual general meeting on the Committee's activities and their responsibilities.

• 9.1 ։ ࡰ ึ ٙ ˴ ࢩdא ί ։ ࡰ ึ ˴ ࢩ ॹ ࢩ ࣛ ͟ ̤ ɓ Τ ։ ࡰ€א ν ༈ Τ ։ ࡰ ͊ ঐ ̈ ࢩd ۆ Չ ቇ ຅ ։ ΂ ٙ ˾ ڌ Ꮠ ̈ ࢩ ͉ ʮ ̡ ٙ ٰ ؇ մ ϋ ɽ ึdԨ ఱ։ࡰึٙݺਗʿՉᔖபίٰ؇ մ ϋ ɽ ึ ɪ Ϋ Ꮠ ਪ ᕚf

10. Continuing application of the articles of association of the Company

10. ͉ʮ̡ଡ଼ᔌ௝೻ٙܵᚃቇ͜

10.1 Where there is no specification in previous provisions, the articles of association of the Company regulating the meetings and proceedings of the Board shall, where feasible, apply to the meetings and proceedings of the Committee.

10.1 ఱ ۃ ˖ ͊ Ϟ Ъ ̈ ஝ ᇍdШ ͉ ʮ ̡ ௝ ೻୚ۆЪ̈ə஝ᇍ໨ԫึึᙄʿ ᙄ ԫ ೻ ҏ ٙ ஝ ֛dί ̙ Б ٙ ઋ ر ɨ ቇ͜׵։ࡰึٙึᙄʿᙄԫ೻ҏf

11. Powers of the Board

11. ໨ԫึᛆɢ

11.1 The Board may, subject to compliance with the articles of association of the Company and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the " Listing Rules") (including the Corporate Governance Code set out in Appendix 14 to the Listing Rules or if adopted by the Company, the Company's own code of corporate governance practices), amend, supplement and revoke these terms of reference and any resolution passed by the Committee provided that no amendments or supplements to and revocation of these terms of reference and the resolutions passed by the Committee shall invalidate any prior act and resolutions of the Committee which would have been valid if such terms of reference or resolutions had not been amended, supplemented or revoked.

11.1 ͉ᔖᛆᇍఖהϞ஝ۆʿ։ࡰึஷ ཀ ٙ Ӕ ᙄd̙ ˸ ͟ ໨ ԫ ึ ί ʔ ༼ ˀ ʮ̡௝೻ʿ࠰ಥᑌΥʹ׸הϞࠢ ʮ ̡ ᗇ Վ ɪ ̹ ஝ ۆ€˜ɪ̹஝ۆ™ٙ ۃ ౤ ɨ€̍ ܼ ɪ ̹ ஝ ۆ ʘ ڝ ፽ ɤ ̬ ה༱ٙΆุ၍طςۆא͉ʮ̡І Б Փ ֛ ٙ Ά ุ ၍ ط ੬ ஝ ς ۆ€ν ஗ મ ͜dЪ ̈ ࡌ ࠈe໾ ̂ ʿ ᄻ ৰdઓ ࿁͉ᔖᛆᇍఖʿ຾։ࡰึஷཀٙ Ӕ ᙄ ࣩ ה Ъ ̈ ٙ ࡌ ࠈe໾ ̂ ʿ ᄻ ৰd ʔึኬߧ͉։ࡰึί͉ᔖᛆᇍఖ א຾։ࡰึஷཀٙӔᙄࣩ͊຾ࡌࠈd ໾̂ʿᄻৰۃ͉᙮ϞࣖٙБމʿ ։ ࡰ ึ Ӕ ᙄ ࣩ ̰ ̘ ࣖ ɢf

12. Publication of the terms of reference of 12. ։ࡰึᔖᛆᇍఖٙ̊೮ the Committee

12.1

The Committee should make available its terms of reference, explaining its role and the authority delegated to it by the Board by including them on the websites of the Company and The Stock Exchange of Hong Kong Limited.

Adopted on 29 March 2021 ׵ 2021 ϋ 3 ˜ 29 ˚મॶ

12.1 ։ࡰึᏐί͉ʮ̡ʿ࠰ಥᑌΥʹ ׸הϞࠢʮ̡ٙၣ१ʮකՉᔖᛆ ᇍ ఖd༆ ᙑ Չ ԉ Ѝ ʿ ໨ ԫ ึ ᔷ બ ʚ Չ ٙ ᛆ ɢf