New Articles of Association

Shareholders Communication Policy

1. Purpose

1.1. The Shareholders Communication Policy (the “Policy”) of Shenwan Hongyuan (H.K.) Limited (the “Company”) aims to provide shareholders of the Company (the “Shareholders”) with ready, equal and timely access to information about Shenwan Hongyuan (H.K.) Limited (the “Company”), in order to enable the Shareholders to assess the Company’s overall performance, engage actively with the Company and exercise their rights in an informed manner.

2. General Policy

2.1. The Board shall maintain an on-going dialogue with Shareholders and will regularly review this policy to ensure its effectiveness.

2.2. Information shall be communicated to Shareholders mainly through Shareholders’ enquiries, the Company’s financial reports (interim and annual reports), announcements, Shareholders’ meetings, the website of The Stock Exchange of Hong Kong Limited (“Stock Exchange”) and the Company’s website.

2.3. Effective and timely dissemination of information to Shareholders shall be ensured at all times. Any question regarding the Policy shall be directed to the Company Secretary.

3. Communication Channels

Shareholders’ enquiries

3.1. Shareholders should direct their questions about their shareholdings to the Company’s Registrar whose contact details are listed below:

Tricor Tengis Limited
Address: 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong
Telephone: (852) 2980 1333

3.2. Shareholders may at any time make a request for the Company’s information to the extent such information is publicly available.

3.3. Shareholders may send their enquiries and concerns to the Company by addressing them to the Company Secretary, whose contact details are listed below:

Company Secretary
Shenwan Hongyuan (H.K.) Limited
Address: Level 4, Three Pacific Place, 1 Queen’s Road East, Hong Kong
Telephone: (852) 2509 8333
Email: co.sec@swhyhk.com

Corporate Communications

3.4. Corporate communications will be provided to Shareholders in plain language and in both English and Chinese versions to facilitate Shareholders’ understanding. In support of environmental protection and for the purpose of saving printing and mailing costs, Shareholders are encouraged to read the Company’s corporate communications electronically via the Company’s website (https://www.swhyhk.com) or through the Stock Exchange’s website (https://www.hkexnews.hk). Shareholders have the right to choose the language (either English or Chinese) or means of receipt of the corporate communications (in hard copy or through electronic means).

3.5. Shareholders are encouraged to provide their contact details to the Company in order to facilitate timely and effective communications.

Stock Exchange’s and Company’s Websites

3.6. Information released by the Company to Stock Exchange is also posted on the Company’s website immediately thereafter. Such information includes announcements, financial statements, results announcements, circulars and notices of general meetings and associated explanatory documents etc.

Shareholders’ Meetings

3.7. Shareholders are encouraged to participate in general meetings or to appoint proxies to attend and vote at meetings for and on their behalf if they are unable to attend the meetings.

3.8. Board members, in particular, either the chairmen of board committees or their delegates, appropriate management executives and external auditors will attend annual general meetings to answer Shareholders’ questions.

4. Shareholder Privacy

4.1. The Company recognises the importance of Shareholders’ privacy and will not disclose Shareholders’ information without their consent, unless required by law to do so.

5. Review of the Policy

5.1. The Board will review the Policy, as appropriate, to ensure its continued effectiveness.

Last Update: April 2023

Shareholders’ Rights

Shareholders’ right pursuant to the disclosure requirements under Listing Rules and Corporate Governance Code of The Stock Exchange of Hong Kong Limited

(a) How shareholders can convene an extraordinary general meeting

Pursuant to Article 67 of the Articles of Association of the Company, extraordinary general meeting(s) shall be convened as provided by the Companies Ordinance.

Pursuant to the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), shareholder(s) representing at least 5% of the total voting rights of all the shareholders having a right to vote at general meetings may request in writing to call an extraordinary general meeting.

The written request:

(i) must state the general nature of the business to be dealt with at the meeting and may include the text of a resolution that may properly be moved and is intended to be moved at the meeting (in case if the resolution is to be proposed as a special resolution, the written request should include the text of the resolution and specify the intention to propose the resolution as a special resolution);

(ii) must be signed by the requisitionist(s); and

(iii) may either be deposited at the registered office of the Company at Level 19, 28 Hennessy Road, Hong Kong in hard copy form or sent in electronic form by email at co.sec@swhyhk.com.

The Board must call an extraordinary general meeting within 21 days after the date on which they become subject to the requirement and the extraordinary general meeting so called must be held on a date not more than 28 days after the date of the notice convening the extraordinary general meeting.

If the Board does not proceed to convene the extraordinary general meeting as aforesaid, the requisitionist(s), or any of them representing more than one half of the total voting rights of all of them, may themselves call an extraordinary general meeting, provided that any extraordinary general meeting so convened is held within 3 months after the date on which the Board becomes subject to the requirement to call an extraordinary general meeting. Any reasonable expenses incurred by the requisitionist(s) by reason of the failure of the Board duly to call an extraordinary general meeting must be reimbursed by the Company.

(b) The procedures by which enquiries may be put to the board and sufficient contact details to enable these enquiries to be properly directed

Shareholders and other stakeholders may send their enquiries and concerns to the Board by addressing them to Company Secretary, whose contacts are listed below:

Registered Office: Level 19, 28 Hennessy Road, Hong Kong
Email:co.sec@swhyhk.com

(c) The procedures and sufficient contact details for putting forward proposals at annual general meetings

Any shareholder(s) satisfying the following conditions can request in writing to move a resolution at an annual general meeting:

(i) shareholder(s) representating at least 2.5% of the total voting rights of all the shareholders who have a right to vote on the resolution at the annual general meeting to which the requests relate; or

(ii) at least 50 shareholders who have a right to vote on the resolution at the annual general meeting to which the requests relate.

The written request:

(i) must identify the resolution of which the notice is to be given;

(ii) must be signed by the requisitionist(s); and

(iii) may either be deposited at the registered office of the Company at Level 19, 28 Hennessy Road, Hong Kong in hard copy form or sent in electronic form by email at co.sec@swhyhk.com, not later than 6 weeks before the annual general meeting to which the requests relate; or if later, the time at which notice is given of that annual general meeting.

(d) The procedures for shareholders to propose a person for election as a director

Pursuant to Article 108 of the Articles of Association of the Company, if a shareholder wish to propose a person other than a retiring director for election as a director at a general meeting, notice in writing of the intention to propose that person for election as a director and notice in writing by that person of his willingness to be elected shall have been given to the Company during a period of not less than 7 days commencing no earlier than the day after the despatch of the notice of the meeting appointed for such election and ending no later than 7 days prior to the date appointed for the meeting.

Last Update: March 2014

List of Directors of Subsidiaries

2022.04.28 List of Directors of Subsidiaries (as at 28 March 2022)

List of Directors of Subsidiaries (as at 19 March 2021)

List of Directors of Subsidiaries (as at 23 March 2020)

List of Directors of Subsidiaries (as at 15 February 2019)

List of Directors of Subsidiaries (as at 7 March 2018)

List of Directors of Subsidiaries (as at 10 March 2017)

List of Directors of Subsidiaries (as at 4 March 2016)

Director Nomination Policy

Policy Statement

The Nomination Committee identifies suitable candidates and makes recommendations to the board of directors (the “Board”) of Shenwan Hongyuan (H.K.) Limited (the “Company”) on the appointment or re-appointment of directors and succession planning of directors, in particular the chairman and the chief executive.
The Nomination Policy (the “Policy”) sets out the key selection criteria and procedures of the Nomination Committee in making any such recommendations with a view to ensure that the Board maintains a balance of skills, experience and diversity of perspective appropriate to the requirement of the Company’s business.
In identifying suitable candidates, the Nomination Committee shall give adequate consideration of the diversity perspectives set out in the Board Diversity Policy of the Company.

Selection Criteria

4

In assessing the suitability of a proposed candidate, the Nomination Committee shall consider a number of factors including but not limited to the following:

(a) The proposed candidate should be a person of integrity, honesty and with a standard of competence commensurate with the relevant position as a director of the Company;

(b) The potential contribution the proposed candidate can bring to the Board in terms of qualifications, skills, experience and diversity of perspective appropriate to the requirements of the Company’s business;

(c) Succession planning or strategies for the ongoing effective performance of the Board as a whole;

(d) Diversity perspectives set out in the Board Diversity Policy of the Company, including but not limited to gender, age, cultural and educational background, professional experience, skills, knowledge and length of service;

(e) The proposed candidate or the re-elected Director is able to commit and devote sufficient time and attention to the Company’s affairs. In particular, if the proposed candidate will be nominated as an independent non-executive director (“INED”) and will be holding his seventh (or more) listed company directorship, the Nomination Committee should consider the reason given by the proposed candidate for being able to devote sufficient time to the Board;

(f) Compliance with the criteria of independence as prescribed under Rule 3.13 of the Listing Rules for the appointment of an INED; and

(g) Any other relevant factors as may be determined by the Nomination Committee or the Board from time to time.

These factors are for reference only, and not meant to be exhaustive and decisive. The Nomination Committee has the discretion to nominate any person as it considers appropriate.

5

The appointment of any proposed candidate to the Board or re-appointment of any existing member(s) of the Board shall be made in accordance with the Company’s New Articles of Association, applicable laws and other regulatory requirements.

Nomination Procedures

6

Appointment of New or Replacement Director

(a) The Nomination Committee identifies proposed candidate(s) in accordance with the selection criteria set out in the Policy.

(b) The proposed candidate will be requested to provide the biographical details and details of the relationship between the proposed candidate and the Company and/or Directors, directorships held, skills and experience, other positions which involve significant time commitment and any other additional information and documents if considered necessary.

(c) The Nomination Committee evaluates the proposed candidate(s) and recommends to the Board the appointment of the appropriate candidate for directorship.

(d) The Board decides the appointment based upon the recommendation of the Nomination Committee.

7

Re-election of Director at General Meeting

(a) The Nomination Committee reviews and determines whether the retiring Director continues to meet the selection criteria set out in the Policy.

(b) The Nomination Committee shall recommend to the Board which shall then make recommendation to shareholders in respect of the proposed re-election of Director at the general meeting.

8

Nomination by Shareholders

(a) Please refer to “The procedures for shareholders to propose a person for election as a director” for details which is available on the Company’s website.

Monitoring and Reviewing of the Policy

9

The Nomination Committee will review the implementation of Policy, as appropriate, including the mechanisms for ensuring independent views and input are available to the Board, to ensure its continued effectiveness. 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

10

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

Last Update: April 2023

Board Diversity Policy

Purpose

The Board Diversity Policy (the “Policy”) sets 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 of having a diverse Board is an essential element in maintaining high standard of corporate governance, and will help strengthen the business development of the Company and enhance the effectiveness and performance of 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 and length of service, and any other factors that the Board may consider relevant and applicable from time to time. The ultimate decision will be based on merit and contribution that the selected candidate will bring to the Board, with due regard for the benefits of diversity on the Board and also the needs of the Board without focusing on a single diversity aspect.
The Company may set additional measurable objectives/specific diversity targets, which will be reviewed from time to time to ensure their appropriateness.

Monitoring and Review of the Policy

5

The Nomination Committee will monitor the implementation of the Policy.
The Nomination Committee will review the Policy at least annually to ensure its continued effectiveness. 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

7

The Policy or a summary of the Policy together with any measurable objectives of the Policy and the progress made towards achieving those objectives, will be disclosed in the Corporate Governance Report contained in the Annual Report of the Company.

Last Update: April 2023

Committees

Audit Committee

Terms of Reference of Audit Committee

Constitution

In order to strengthen the decision-making and supervision functions of the Board and optimize the corporate governance structure of Shenwan Hongyuan (H.K.) Limited (the “Company”), an Audit Committee (the “Committee”), which is a sub-committee of the Board has been established and formulated by these Terms of Reference.

Membership

Members of the Committee shall be appointed by the Board. All Committee members shall be non-executive directors and a majority of whom shall be independent non-executive directors under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). The Committee must comprise at least three members, at least one of whom is independent non-executive director with appropriate professional qualifications or accounting or related financial management expertise as required under the Listing Rules.
The Chairman of the Committee shall be an independent non-executive director and appointed by the Board.
If an independent non-executive director has served more than nine years, such director’s further appointment should be subject to a separate resolution to be approved by shareholders. Where all the independent non-executive directors of the Company have served more than nine years on the board, the Company should disclose the length of tenure of each existing independent non-executive director on a named basis in the circular to shareholders and/or explanatory statement accompanying the notice of the annual general meeting and appoint a new independent non-executive director on the board at the forthcoming annual general meeting.
The remuneration for the independent non-executive directors shall be determined by the Board with reference to the remuneration benchmark in the industry and the prevailing market conditions.

Quorum and Attendance at Meetings

Two members of the Committee shall constitute quorum of the Committee. Chief Financial Officer, Head of Internal Audit and Representative of external auditors shall normally attend meetings. Other Board members shall also have rights of attendance. However, at least twice a year, the Committee shall meet with the external auditors without the attendance of executive directors.
The Head of Internal Audit Department or his/her nominee shall be the secretary of the Committee. Minutes will be taken for Audit Committee meetings and kept by the Company Secretary. Draft and final versions of minutes of the meetings should be sent to all Committee members for their comments and records, within a reasonable time after the meetings.

Frequency of Meetings

Meetings shall be held not less than twice a year at appropriate times in the reporting and audit cycle and otherwise as required. Meeting can be convened at the request of the Chairman of the Committee, members or the external or internal auditors.

Authority

The Committee has the right to initiate investigation on any activity under its term of reference. It is authorized to seek any information deemed relevant to perform its duties under these Terms of Reference from any employees and all employees are directed to co-operate with any request made by the Committee.
To assist Committee members to discharge their duties, the following procedures for seeking professional advice at the Company’s expenses shall be observed:
(a) The Committee members shall submit a request in writing to the Chairman of the Board stating the grounds for seeking the independent professional advice;
(b) The Chairman of the Board would approve the Committee member’s request directly. If necessary, the Chairman may convene the board meeting to resolve the matter.

Duties

The duties of the Committee shall be:

Relationship with the Company’s auditors
(a) to be primarily responsible for making recommendations to the Board on the appointment, reappointment and removal of the external auditor, and to approve the remuneration and terms of engagement of the external auditor, and any questions of its resignation or dismissal;
(b) to review and monitor the external auditor’s independence and objectivity and the effectiveness of the audit process in accordance with applicable standards. The Committee should discuss with the auditor the nature and scope of the audit and reporting obligations before the audit commences;
(c) to develop and implement policy on engaging an external auditor to supply non-audit services. For this purpose, “external auditor” includes any entity that is under common control, ownership or management with the audit firm or any entity that a reasonable and informed third party knowing all relevant information would reasonably conclude to be part of the audit firm nationally or internationally. The Committee should report to the Board, identifying and making recommendations on any matters where action or improvement is needed;

Review of the Company’s financial information
(d) to monitor integrity of the Company’s financial statements and annual report and accounts, half-year report and, if prepared for publication, quarterly reports, and to review significant financial reporting judgments contained in them. In reviewing these reports before submission to the Board, the Committee should focus particularly on:
(i) any changes in accounting policies and practices; (ii) major judgmental areas; (iii) significant adjustments resulting from audit; (iv) the going concern assumptions and any qualifications; (v) compliance with accounting standards; and (vi) compliance with the Listing Rules and legal requirements in relation to financial reporting.

(e) Regarding to (d) above:
(i) members of the Committee should liaise with the Board and senior management, and the Committee must meet, at least twice a year, with the Company’s auditors; and
(ii) the Committee should consider any significant or unusual items that are, or may need to be, reflected in the report and accounts, it should give due consideration to any matters that have been raised by the Company’s staff responsible for the accounting and financial reporting function, compliance officer or auditors;

Oversight of the Company’s financial reporting and internal control systems
(f) to review the Company’s financial controls and internal control systems;
(g) to discuss the internal control systems with management to ensure that management has performed its duty to have effective systems. This discussion should include the adequacy of resources, staff qualifications and experience, training programs and budget of the Company’s accounting and financial reporting function;
(h) to consider major investigation findings on internal control matters as delegated by the Board or on its own initiative and management’s response to these findings;
(i) where an internal audit function exists, to ensure co-ordination between the internal and external auditors, and to ensure that the internal audit function is adequately resourced and has appropriate standing within the Company, and to review and monitor its effectiveness;
(j) to review the group’s financial and accounting policies and practices;
(k) to review the external auditor’s management letter, any material queries raised by the auditor to management about accounting records, financial accounts or systems of control and management’s response;
(l) to ensure that the Board will provide a timely response to the issues raised in the external auditor’s management letter;
(m) to report to the Board on the matters in the Corporate Governance Code;
(n) to consider other topics, as defined by the Board;
(o) to review arrangements employees of the Company can use, in confidence, to raise concerns about possible improprieties in financial reporting, internal control or other matters. The Committee should ensure that proper arrangements are in place for fair and independent investigation of these matters and for appropriate follow-up action;
(p) to act as the key representative body for overseeing the Company’s relations with the external auditor;

Corporate Governance Functions
(q) to develop and review the Company’s policies and practices on corporate governance which is related to internal audit matters and make recommendations to the Board;
(r) to review and monitor the training and continuous professional development of directors and senior management;
(s) to review and monitor the Company’s policies and practices on compliance with legal and regulatory requirements;
(t) to develop, review and monitor the code of conduct and compliance manual (if any) applicable to employees and directors; and
(u) to review the Company’s compliance with the Corporate Governance Code and disclosure in the Corporate Governance Report.

Reporting Procedures

The secretary of the Committee shall circulate minutes of the meetings to the Committee members.

Last Update: August 2022

Remuneration Committee

Terms of Reference of Remuneration Committee

Constitution

1

The Board resolved to establish a Committee of the Board to be known as the Remuneration Committee (the “Committee”).

Membership

2

Members of the Committee shall be appointed by the Board. A majority of the Committee members should be independent non-executive directors.
The Chairman of the Committee shall be appointed by the Board and shall be an independent non-executive director.

Quorum and Attendance at Meetings

4

Two members of the Committee shall constitute quorum of the Committee.

Frequency of Meetings

5

Meetings shall be held not less than once a year.

Authority

6

The Committee is authorized by the Board to review and make recommendations to the Board on remuneration of directors and senior management.
To assist Committee members to discharge their duties, the following procedures for seeking professional advice at the Company’s expenses shall be observed:
1. The Committee members shall submit a request in writing to the Chairman of the Board stating the grounds for seeking the independent professional advice;
2. The Chairman of the Board would approve the Committee member’s request directly. If necessary, the Chairman may convene the board meeting to resolve the matter.

Duties

8

The duties of the Committee shall be:
1. to make recommendations to the Board on the company’s policy and structure for all directors’ and senior management remuneration and on the establishment of a formal and transparent procedure for developing remuneration policy;
2. to review and approve the management’s remuneration proposals with reference to the Board’s corporate goals and objectives;
3. to determine, with delegated responsibility, the remuneration packages of individual executive directors and senior management. This should, include benefits in kind, pension rights and compensation payments, including any compensation payable for loss or termination of their office or appointment;
4. to make recommendations to the Board on the remuneration of non-executive directors;
5. to consider salaries paid by comparable companies, time commitment and responsibilities, and employment conditions elsewhere in the group;
6. to review and approve compensation payable to executive directors and senior management for any loss or termination of office or appointment to ensure that it is consistent with contractual terms and is otherwise fair and not excessive;
7. to review and approve compensation arrangements relating to dismissal or removal of directors for misconduct to ensure that they are consistent with contractual terms and are otherwise reasonable and appropriate; and
8. to ensure that no director or any of his associates is involved in deciding his own remuneration.

Reporting Procedures

9

The minutes of the meetings shall be circulated to the Committee members.

Last Update: March 2012

Nomination Committee

Terms of Reference of Nomination Committee

Constitution

1

The Board resolved to establish a Committee of the Board to be known as the Nomination Committee (“the Committee”).

Membership

2

Members of the Committee shall be appointed by the Board. A majority of the Committee members should be independent non-executive directors.
The Chairman of the Committee shall be appointed by the Board and shall be the Chairman of the Board or an independent non-executive director.

Quorum of Meetings

4

Two members of the Committee shall constitute quorum of the Committee.

Frequency of Meetings

5

Meetings shall be held not less than once a year.

Authority

6

The Committee is authorized by the Board to determine the policy for nomination of directors and make recommendations to the Board.
To assist Committee members to discharge their duties, the following procedures for seeking professional advice at the Company’s expenses shall be observed:
1. The Committee members shall submit a request in writing to the Chairman of the Board stating the grounds for seeking the independent professional advice;
2. The Chairman of the Board would approve the Committee member’s request directly. If necessary, the Chairman may convene the board meeting to resolve the matter.

Duties

8

The duties of the Committee shall be:
1. to review the structure, size and composition (including the skills, knowledge, experience and diversity of perspective) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the company’s corporate strategy;
2. to identify individuals suitably qualified to become board members and select or make recommendations to the Board on the selection of individuals nominated for directorships and, in carrying out this duty, will give adequate consideration of the Board Diversity Policy;
3. to assess the independence of independent non-executive directors;
4. to make recommendations to the Board on the appointment or re-appointment of directors and succession planning for directors, in particular the Chairman and the chief executive; and
5. to monitor the implementation of the Board Diversity Policy; and review the Board Diversity Policy, as appropriate, so as to ensure its effectiveness.

Reporting Procedures

9

The minutes of the Committee meeting(s) shall be circulated to the Committee members.
The Committee shall report to the Board on its decisions or recommendations, unless there are legal or regulatory restrictions on its ability to do so.

Last Update: April 2023

Risk Committee

Terms of Reference of Risk Committee

Constitution

1

The Board resolved to establish a Committee of the Board to be known as the Risk Committee (the “Committee”).

Membership

2

Members of the Committee shall be appointed by the Board. The Committee should at least comprise three members, not less than half of whom shall be independent non-executive directors.
The Chairman of the Committee shall be an independent non-executive directors and appointed by the Board.

Quorum and Attendance at Meetings

4

Two members of the Committee shall constitute quorum of the Committee. Chief Risk Officer and Head of Compliance shall normally attend meetings. Other Board members shall also have rights of attendance.
Risk Management Department shall be the secretary of the Committee.

Frequency of Meetings

6

Meetings shall be held not less than twice a year.

Authority

7

The Committee is authorized by the Board to perform its duties as stipulated in its terms of reference, i.e. this document.
The Committee is authorized to seek any information it requires from any employees, and all employees are directed to co-operate with any request made by the Committee.
To assist Committee members in discharging their duties, the following procedures for seeking professional advice at the Company’s expenses shall be observed:
1. The Committee shall submit a request in writing to the Chairman of the Board stating the grounds for seeking the independent professional advice; and
2. The Chairman of the Board would approve the request direct. If necessary, the Chairman may convene the board meeting to resolve the matter.
To establish sub-committees for specific purposes, such as Risk Management Committee, where necessary.

Duties

11

The duties of the Committee shall be:
1. To review the Company’s risk management and internal control systems, excluding those related to financial controls and reporting, which are within Audit Committee’s scope;
2. To review the risk principles and tolerance levels as proposed by Risk Management Committee, and recommend them for the Board to approve where appropriate;
3. To discuss the risk management and relevant internal control systems with management to ensure that management has performed its duty to have effective systems. This discussion should include the adequacy of resources, staff qualifications and experience, training programmes and budget of the Company’s risk management functions;
4. To consider major investigation findings on risk management and internal control matters as delegated by the Board or on its own initiative and management’s response to these findings; and
5. To handle other matters as delegated by the Board.

Reporting Procedures

12

The secretary of the Committee shall circulate minutes of the meetings to the Committee members.

Last Update: Februray 2019

Environmental, Social & Governance Committee

TERMS OF REFERENCE OF ENVIRONMENTAL, SOCIAL AND GOVERNANCE COMMITTEE

Constitution

1

The Board resolved to establish a Committee of the Board to be known as the Environmental, Social and Governance Committee (the “Committee”).

Membership

2

Members of the Committee shall be appointed by the Board. The Committee should at least comprise four members, at least two of whom shall be independent non-executive directors.
The Chairman of the Committee shall be appointed by the Board and shall be the Chairman of the Board or an independent non-executive director. In the absence of the Chairman of the Committee and/or an appointed deputy at any meeting, the remaining members present shall elect one of the members to chair the meeting.
A member of the Committee who ceases to be a member of the Board shall immediately and automatically cease to be a member of the Committee.

Quorum and Attendance at Meetings

5

Two members of the Committee shall constitute quorum of the Committee.

Frequency of Meetings

6

Meetings shall be held not less than once a year.

Authority

7

The Committee is authorized by the Board to oversee and review any activities of the Group regarding environmental, social and governance (“ESG”) matters within its terms of reference.
The Committee is authorized to seek any information it requires from any employees of the group in order to perform its duties, and all employees are directed to co-operate with any request made by the Committee.
To assist Committee members in discharging their duties, the following procedures for seeking professional advice at the Company’s expenses shall be observed:
1. The Committee shall submit a request in writing to the Chairman of the Board stating the grounds for seeking the independent professional advice; and
2. The Chairman of the Board would approve the request direct. If necessary, the Chairman may convene the board meeting to resolve the matter.
To establish a working group (“ESG Working Group”) to assist the Committee to fully implement the ESG-related work(s) of the Group.

Duties

11

The duties of the Committee shall be:
1. To develop and review the Group’s ESG management approach(es), strategy(ies), policy(ies) and target(s), and make recommendations to the Board for the approval of the relevant ESG initiatives;
2. To oversee the process to identify, evaluate material ESG-related issues (including risks to the Group’s business);
3. To ensure appropriate and effective risk management and internal control systems relating to ESG are in place;
4. To determine the ESG issues that are material to the Group’s operations and/or the interests of other major stakeholders and report on these issues to the Board;
5. To oversee the execution of the Group’s ESG initiatives, determine targets to measure and monitor ESG performance, and recommend strategies for improvement in the performance;
6. To review the annual ESG Report submitted by the ESG Working Group and make recommendations to the Board for approval; and
7. To do any such things as are necessary to enable the Committee to discharge its duties.

Reporting Procedures

12

The minutes of the Committee shall be circulated to the Committee members.

March 2021

Board Members

LIST OF DIRECTORS AND THEIR ROLE AND FUNCTION

(Effective 20 October 2023)

The members of the board of directors (the “Board”) of Shenwan Hongyuan (H.K.) Limited are set out below:

Executive Directors

Ms. Wu Meng (Chairman)
Mr. Tan Weijun
Mr. Liang Jun (Chief Executive Officer)
Mr. Hu Jing

Non-Executive Director

Mr. Zhang Lei
Mr. Ren Xiaotao

Independent Non-Executive Directors

Mr. Ng Wing Hang Patrick
Mr. Kwok Lam Kwong Larry
Mr. Chen Liqiang

There are 7 Board committees. The table below provides membership information of these Committees on which each Board member serves:

Directors\Board Committee	Audit Committee	Remuneration Committee	Nomination Committee	Risk Committee	Environmental, Social and Governance Committee	Executive Committee	Management Committee
Ms. Wu Meng			Chairman		Chairman	Chairman
Mr. Tan Weijun				Member		Member
Mr. Liang Jun				Member	Member	Member	Chairman
Mr. Hu Jing				Member	Member	Member
Mr. Zhang Lei
Mr. Ren Xiaotao
Mr. Ng Wing Hang Patrick	Chairman	Member	Member	Chairman
Mr. Kwok Lam Kwong Larry	Member	Chairman	Member	Member	Member
Mr. Chen Liqiang	Member	Member	Member	Member	Member

Hong Kong, 20 October 2023

Whistleblowing Mechanism

Shenwan Hongyuan (H.K.) Limited is committed to achieving and maintaining the highest standards of openness, probity and accountability. We hope that our employees and those who deal with us (the “Third Parties”) to help us to fight against failure to comply with legal or regulatory requirements, bribery or corruption, financial fraud, danger to the health and safety of any individual and other misconduct, which is essential to a healthy corporate culture and promoting high ethical standards within the Group. We encourage all Third Parties to report any suspected misconduct, malpractice or irregularity using the following email address: whistleblowing@swhyhk.com.

The whistleblowing information received will be followed up by an independent supervision department. When raising a concern, whistleblower should provide sufficient and specific case information so that investigations can be conducted effectively. Failure to provide clear and adequate information or a method of contact may delay or prevent an investigation. The Company will treat the reported information strictly confidential. While anonymous reports on suspected matters are permitted, you are encouraged to disclose your identity and contact details so that you can be contacted for further information, if necessary, and feedback on the reports can be provided.

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Whistleblowing Mechanism