Hong Kong Exchanges and Clearing : BOARD DIVERSITY POLICY

SEM HOLDINGS LIMITED

澳達控股有限公司

(the "Company")

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9929)

BOARD DIVERSITY POLICY (this "Policy")

(Adopted by the Company at a meeting of the board of directors (the "Board") of the Company

on 22 January 2020)

1. Purpose
   This Policy aims to set out the approach to achieve diversity in the Board.
2. Vision
   The Company recognises and embraces the benefits of having a diverse Board to enhance the quality of its performance.
3. Policy Statement
4. 1. With a view to achieving a sustainable and balanced development, the Company sees increasing diversity at the Board level as an essential element in supporting the attainment of its strategic objectives and its sustainable development.
   2. The nomination committee (the "Nomination Committee") reviews and assesses the Board composition on behalf of the Board and recommends the appointment of new Directors, taking into account a number of aspects, including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge, industry and regional experience, and length of service. All Board appointments will be based on meritocracy, and candidates will be considered against objective criteria, having due regard for the benefits of diversity on the Board.
5. Measurable Objectives
   Selection of candidates will be based on a range of diversity perspectives, including but not limited to gender, age, cultural and educational background, professional experience, skills, knowledge and length of service and any other factors that the Board may consider relevant and applicable from time to time. The Company will also take into consideration factors based on the Company's business model and specific needs from time to time in determining the optimum composition of the Board. The ultimate decision will be based on merit and contribution that the selected candidates may bring

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to the Board. The Board's composition (including gender, age, length of service) will be disclosed in the corporate governance report of the Company (the "Corporate Governance Report") in its annual report.

1. Monitoring and Reporting
   The Nomination Committee will report annually, in the CG Report, on the Board's composition under diversified perspectives, and monitor the implementation of this Policy.
2. Review of this Policy
   The Nomination Committee will review this Policy, as appropriate, to ensure the effectiveness of this Policy. The Nomination Committee will discuss any revisions that may be required, and recommend any such revisions to the Board for consideration and approval.
3. Disclosure of this Policy
4. 1. This Policy will be published on the Company's website for public information.
   2. A summary of this Policy together with the measurable objectives set for implementing this Policy, and the progress made towards achieving those objectives will be disclosed in the annual CG Report.

Note: If there is any inconsistency between the English and Chinese versions of this document, the

English version shall prevail.

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