Redco Properties : Terms of Reference of Sustainability Committee

REDCO PROPERTIES GROUP LIMITED

力 高 地 產 集 團 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(the "Company", together with its subsidiaries, the "Group")

Terms of Reference of Sustainability Committee (the "Committee")

1. Membership

1. Members of the Committee shall be appointed by the board of directors of the Company (the "Board") and shall be made up of a minimum of three members.
2. The Chairman of the Committee shall be appointed by the Board.

2. Secretary

2.1. The secretary of the Committee shall be appointed by the Committee from time to time.

3. Meetings and Quorum

1. The Committee will meet at least once a year, and at such additional times as the Chairman of the Committee shall decide in order to fulfill its duties.
2. A quorum will comprise any two members.
3. In the absence of the Chairman of the Committee, the Committee members present shall elect one of the members to chair that meeting.
4. In addition to the members of the Committee, any other directors wishing to be present are entitled to attend Committee meetings. The Committee may extend an invitation to any person to attend all or part of any meeting which it considers appropriate.

4. Notice of Meetings

1. Meetings of the Committee shall be summoned by the secretary of the Committee at the request of any member of the Committee.
2. An agenda and any supporting documentation will be circulated to members of the Committee at least three working days prior to each meeting.

5. Minutes of Meetings

5.1. The secretary shall minute the proceedings of all Committee meetings, including the names of those present and in attendance.

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1. Minutes of Committee meetings shall be circulated to all members of the Committee after the Committee meeting is held and, once agreed, to all other members of the Board.
2. A resolution in writing signed by all the members of the Committee 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 the same form each signed by one or more of the members of the Committee.

6. Authority

1. The Committee is authorized by the Board to invite relevant personnel within the Company to attend the Committee meetings, and to obtain any information that it requires from any department of the Company, if it considers necessary, in order to perform its duties.
2. The Committee is authorized by the Board to seek external legal or other independent professional advice and if it considers necessary, and to invite outside parties with relevant experience and expertise to attend Committee meetings at the Company's expense. Such expenditure shall be within limits agreed by the Board from time to time.

7. Duties

7.1. The Committee shall assist the Board in relation to the Company's sustainability policies and practices.

1. The duties of the Committee include overseeing, reviewing, and making recommendations to the Board on the Group's strategies, policies and performance in relation to the sustainability performance of the Group (including but not limited to environmental, health, safety, charity, cultural and community relations).
2. To review any significant risk, opportunities or investment in connection with the implementation of the sustainable development strategy and approve any material matters arising from such review.
3. The Committee shall perform such other functions as may be assigned by the Board.

8. Reporting

8.1. The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.

9. Review

9.1. The Board will review the membership and the terms of reference of the Committee from time to time.

(Adopted by the Board on 31 March 2021)

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