Sino Ocean : TERMS OF REFERENCE AND OPERATING RULES OF STRATEGIC AND INVESTMENT COMMITTEE

Strategic and Investment Committee

Terms of Reference and Operating Rules

Chapter 1 Objectives

Rule 1 The Strategic and Investment Committee (the "Committee") of Sino-Ocean Group Holding Limited (the "Company", together with its subsidiaries, the "Group") is responsible for (1) researching and making recommendations on the Company's development strategies; (2) reviewing and approving investments within the authority delegated by the board of directors of the Company (the "Board"), making recommendations to the Board on major investments which are beyond its authority, making subsequent assessments of investments, and reviewing and considering the overall investment direction and business development of the Company.

Chapter 2 Composition

Rule 2 The Committee shall comprise at least three (3) members, of which more than half shall be directors, one of which shall be an executive director and one of which shall be an independent non-executive director. The chairman of the Committee shall be a director and appointed by the Board.

Rule 3 Members of the Committee shall be appointed by the Board and can be removed by the Board at its sole discretion.

Rule 4 The company secretary of the Company shall be the secretary of the Committee.

Chapter 3 Authority

Rule 5 The Committee shall report directly to the Board on its decisions or recommendations, unless there are legal or regulatory restrictions on its ability to do so (such as a restriction on disclosure due to regulatory requirements).

Rule 6 The Committee is authorized by the Board to act in accordance with its terms of reference and is authorized to obtain any information which it needs for the discharge of its duties from employees of the Company.

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Rule 7 The Committee is authorized by the Board to seek external independent professional advice at the Company's expense. The Committee may invite external parties with relevant professional experience to attend its meetings if it considers necessary.

Chapter 4 Duties

Rule 8 The duties of the Committee include the following:

(1) t o r e v i e w t h e d e v e l o p m e n t s t r a t e g i e s o f t h e C o m p a n y a n d m a k e recommendations to the Board;

1. to review the annual investment plans formulated by the Company;
2. to review and make decisions on the prospective major investments, including disposals and new joint ventures, within the authorities delegated by the Board.
3. to review the project assessment system established by the Company, mainly including three major constituents, namely, effective assessment agencies and professionals, a complete assessment process and reasonable assessment standards;
4. to examine the investment strategies of the Company;
5. to examine the investment management risk policies;
6. to research the Group's capital policies and major financing plans;
7. to authorize the strategic and investment management department of the Company to be responsible for execution of the identified strategies and specific implementation of the investment matters;
8. to review from time to time, as appropriate, these Terms of Reference and Operating Rules and recommend to the Board any necessary changes; and
9. any other duties assigned by the Board.

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	Chapter 5 Committee Meetings
Rule 9	Frequency
	The Committee shall hold a regular meeting for reviewing the implementation of the
	strategies and annual investment plan ("Regular Meeting") at least once a year and
	additional meetings as required. Any one (1) member may convene a meeting of the
	Committee (except for emergency meetings which shall be convened by any two (2)
	members ("Emergency Meetings")).
Rule 10	Notice
	Notice of a meeting shall be deemed to be duly given to a member if it is given to him
	or her personally in writing or orally or sent to him or her at his or her address or email
	address notified by him or her to the Company. In respect of Regular Meetings, notice
	of at least seven (7) days should be given. For Emergency Meetings, reasonable notice
	should be given. For meetings other than Regular Meetings and Emergency Meetings,
	notice of at least three (3) days should be given. The notice requests under this Rule can
	be waived by all members in meeting. A member may waive a notice of any meeting
	and any such waiver may be prospective or retrospective. Irrespective of the length
	of notice given, attendance of a meeting by a member shall be deemed a waiver of
	the requisite length of notice by the member. Notice of any adjourned meeting is not
	required if the adjournment is less than seven (7) days.
Rule 11	Quorum
	The quorum for meetings of the Committee shall be any two (2) members of the
	Committee.

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Rule 12	Attendance
	(1) The members of the Committee shall attend meetings in person.
	(2) The following persons shall normally attend all meetings of the Committee, unless
	determined otherwise by the Committee:
	(i)	the Company's chief financial officer;
	(ii)	company secretary; and
	(iii) members of the Board and other senior officers of the Company if the
		Committee considers necessary.
	However, the aforesaid persons are not entitled to vote at such meetings.
Rule 13	Convening
	Members of the Committee may be held in person or by way of instant communication
	(including but not limited to teleconference and videoconference). The members of
	the Committee who attend meetings by the above means shall be deemed to have
	attended such Committee meetings.
Rule 14	Resolutions
	Each member shall have one (1) vote in each resolution. Resolutions of the Committee
	shall be passed by a majority of votes provided that majority of members present at
	the meeting are directors or by way of written resolutions signed by the majority of the
	members duly appointed and entitled to vote, except those who are temporarily unable
	to act through ill-health or disability.

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Rule 15	Records
	The records of the Committee meetings, including notice of meetings, materials, voting
	papers and minutes, shall be kept by the secretary of the Committee.
	Chapter 6 Supplementary Article
Rule 16	The power of interpretation of this Terms of Reference and Operating Rules shall be
	vested in the Board.

Effective Date: 17 August 2020

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