Overseas Chinese Town Asia : TERMS OF REFERENCE OF ENVIRONMENTAL, SOCIAL AND GOVERNANCE COMMITTEE OF THE BOARD

Overseas Chinese Town (Asia) Holdings Limited

華僑城（亞洲）控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03366)

(The "Company")

TERMS OF REFERENCE OF

ENVIRONMENTAL, SOCIAL AND GOVERNANCE COMMITTEE

OF THE BOARD

1. CONSTITUTION
   The board of directors (the "Directors") of the Company (the "Board") hereby resolves to establish an Environmental, Social and Governance Committee of the Board (the "Committee").
2. MEMBERSHIP
3. 1. Members of the Committee shall be appointed and removed by the Board. If any member of the Committee ceases to be a Director, he/she will cease to be a member automatically. The vacancy will be filled by appointment of new member by the Board.
   2. The Committee must comprise a minimum of three members.
   3. The chairman of the Committee shall be appointed by the Board.
4. SECRETARY
   Save as otherwise appointed by the Committee, the secretary to the Committee shall be the company secretary to the Company.
5. AUTHORITIES
6. 1. The Committee is authorised by the Board to review, assess and make recommendations upon any issue within its terms of reference.
   2. The Board authorizes the Committee to conduct any investigation within its terms of reference. The Committee shall have the rights to demand any information necessary from any employees of the Company, and all employees are also instructed to cooperate with the Committee and satisfy any of its requests.

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1. The Board authorizes the Committee to seek external legal advice or other independent professional advice (if required by the Committee) at the Company's expense, and may invite employees and outsiders who possess relevant experience and professional knowledge to attend meetings if necessary.
2. The Committee shall to be provided with sufficient resources by the Company to perform its duties.

5. DUTIES

The duties of the Committee are as follows:

1. to formulate and review the ESG strategy, vision, strategy, principles and policies of the Company and its subsidiaries (collectively referred to as the "Group"), and implement ESG policies and measures approved by the Board;
2. to review and determine the ESG management structure and optimization mechanism operation plan of the Group, review the ESG management structure and policies of the Group, and provide suggestions to the Board on the related ESG management structure of the Group;
3. to review material ESG issues involved in the business operations of the Group, confirm the identified risks and opportunities related to ESG, review and approve the material ESG issues on a regular basis, and review whether the ESG risks of the Group are effectively managed and controlled;
4. to monitor communication with the stakeholders and ensure that there are policies established to effectively promote the relationship between the Group and the stakeholders and identify the communication results with the stakeholders;
5. to monitor incorporation of ESG principles into the business decision-making procedures;
6. to monitor the ESG performance of the Group in compliance with regulatory and investors' requirements and recommend to the Board;
7. to identify the formulation of the ESG goals of the Group, the corresponding implementation rules and effectiveness, to regularly review and report to the Board the progress regarding the achievement of ESG goals, and identify corresponding initiative and measures on actions required to improve performance;
8. to ensure that the Company prepares and discloses the ESG Report in accordance with the requirements of the Hong Kong Listing Rules, and identify the ESG Report and ESG data analysis results of the Company and report to the Board that the annual disclosure of ESG is in compliance with relevant listing requirements;

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1. 1. to report the Board the ESG-related governance matters and identify the issuance of the "ESG Statements of the Board".
2. DECISION-MAKINGPROCEDURES
3. 1. The management shall be responsible for the preparatory work for the Committee to make decisions and shall report to the Committee by provision of written information in such respect of the Company.
   2. The Committee is accountable to the Board, and its proposals and reports shall be submitted to the Board for consideration and approval.
4. RULES OF PROCEDURES

1. Number of meetings
   Meetings of the Committee shall include regular meetings and interim meetings. Regular meetings shall be convened at least once a year. Interim meetings may be convened if necessary. Interim meetings shall be convened upon proposal by the chairman of the Committee or more than one-half of the members.
2. Notice of meeting
   The secretary to the Committee shall give seven days prior notice to all members for any meeting to be convened and circulate the meeting agenda to the members. Unless waived by all members on notice, one day prior notice shall be given for interim meeting before convening.
3. Quorum
   Meetings of the Committee shall be attended by more than one-half of the members to be effective.
4. Form of meetings
   Meetings could be convened by attending in person, telephone and video conference. Members could attend the meetings through telephone or similar means which members could communicate with each other. With consent by all members, resolutions of the Committee could be passed by written resolutions.
   Such meetings shall be presided over by the chairman of the Committee, and he/she may entrust another member of the Committee to preside over such meetings if unable to attend.

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1. 1. Resolutions
      Each member of the Committee shall have one vote. Any resolution shall be passed by the majority of more than one half of the votes of the members who attend the meeting, in the event of a tie, the chairman of the Committee shall have the casting vote.
   2. Invitations
      The Committee could invite any executive Directors, external advisers or other individuals to attend the meetings but such executive Directors, advisers or individuals are not entitled to vote at the meetings.
   3. Minutes of the meetings
      Full minutes of meetings should be kept by the Board of Director Office. Minutes shall record matters considered and decisions reached by the members in details, including any doubt or disagreement raised by the members. Draft and final versions of the minutes of the meetings should be sent to all members for their comment and records respectively within a reasonable time after the meetings.
2. OTHERS
   The chairman or other members authorised by the chairman of the Committee shall participate in the annual general meeting to answer to the shareholders on the policies, activities and responsibilities of the Committee.
   Unless authorized by the Board, the attending member shall have obligation to keep the matters discussed at the meeting confidential and shall not disclose the relevant information without authorization.
3. REPORT RESPONSIBILITY
   The Board of Director Office shall circulate the minutes and reports of the Committee meetings to all members of the Board.
4. INTERPRETATION
   Interpretation of this terms of reference shall belong to the Board.

(Adopted pursuant to the Board resolution of the Company passed on 31 March 2021)

(This document is originally prepared in Chinese. In case of any inconsistency between the Chinese version and the English version, the Chinese version shall prevail.)

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