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1. The Board Diversity Policy (the “Policy”) set out the approach to achieve diversity on the board of directors (the “Board”) of Shenwan Hongyuan (H.K.) Limited (the “Company”).

Policy Statement

2. The Company recognizes and embraces the benefits of diversity in Board members. When determining the composition of the Board, the Company will take into consideration a number of factors, including but not limited to, skills, knowledge, professional experience, gender, age, cultural and educational background, and other qualities of Directors. All Board appointments will be made on a merit basis and candidates will be considered against objective criteria, with due regard for the benefits of diversity on the Board.

Selection Criteria

3. Selection of candidates will be based on a range of diversity perspectives, including but not limited to skills, knowledge, professional experience, gender, age, cultural and educational background. The ultimate decision will be based on merit and contribution that the selected candidate will bring to the Board.

Monitoring and Review of the Policy

4. The Nomination Committee will monitor the implementation of the Policy.
5. The Nomination Committee will review the Policy, as appropriate, to ensure the effectiveness of the Policy. The Nomination Committee will discuss any revisions that may be required, and recommend any such revisions to the Board for adoption.

Disclosure of the Policy

6. The Policy or a summary of the Policy will be disclosed in the Corporate Governance Report set out in the Annual Report of the Company.

August 2013