Terms of reference of the remuneration and evaluation committee of the board of directors

Chapter 1  General Provisions

Clause 1 In order to further regulate the appraisal and remuneration systems for the directors, general manager and other senior management of Haitong Unitrust International Financial Leasing Co., Ltd. (the "Company"), improve the corporate governance structure and facilitate the achievement of long-term strategic goals, the Remuneration and Evaluation Committee under the board of directors of the Company is established with these terms of reference in accordance with the Company Law of the People's Republic of China, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Hong Kong Listing Rules"), the Articles of Association of Haitong Unitrust International Financial Leasing Co., Ltd. (the "Articles") and relevant terms of reference of the board of directors.

Clause 2 The Remuneration and Evaluation Committee is a special committee set up by the board of directors in accordance with the Articles. It shall be accountable to the board of directors and is mainly responsible for investigating and reviewing the remuneration policies and plans for the directors and senior management of the Company, and investigating the appraisal standards for directors and senior management and offering suggestions and recommendations.

Clause 3 The "directors" herein refers to directors who receive remunerations from the Company, while "senior management" refers to the general manager, deputy general managers, chief financial officer, chief risk officer (including the risk control officer), secretary to the board of directors, compliance officer, assistants to general manager and other senior management members appointed by the board of directors as stipulated under the Articles.

Chapter 2  Composition

Clause 4 The Remuneration and Evaluation Committee shall consist of not less than three directors, with a majority of whom being independent non-executive directors. A member of the Remuneration and Evaluation Committee shall be appointed by the board of directors.

Clause 5 The Remuneration and Evaluation Committee shall have a chairman (convener) who shall be an independent non-executive director. The chairman shall preside over the Remuneration and Evaluation Committee.

Clause 6 The members and the chairman (convener) of the Remuneration and Evaluation Committee shall be nominated by the chairman of the board of directors, not less than half of the independent directors or one-third of all the directors, and shall be elected by more than half of all the members of the board of directors.

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Clause 7 Where the Remuneration and Evaluation Committee considers and approves any matter in relation to remuneration, the duties of the chairman shall be performed by a member of the Remuneration and Evaluation Committee, who shall be an independent non-executive director. Such independent non-executive director shall be elected by the Remuneration and Evaluation Committee.

Clause 8 The term of office of the Remuneration and Evaluation Committee shall be the same as that of the board of directors. A member of the Remuneration and Evaluation Committee may serve consecutive terms if re-elected upon the expiry of his/her term of office. A member shall cease to be a member when he/she is no longer a director of the Company, and the board of directors shall fill up the vacancy in accordance with Clauses 4 to 6 above.

Clause 9 If a member of the Remuneration and Evaluation Committee fails to attend meetings of the Remuneration and Evaluation Committee in person for two consecutive times and does not delegate another member to act on his/her behalf, he/she shall be deemed as incapable of performing his/her duties, and shall be replaced by the board of directors.

Save as the circumstances set out in the aforesaid clauses and the circumstances in which a person is prohibited from acting as a director or independent non-executive director in the Articles, a member of the Remuneration and Evaluation Committee shall not be removed without reasons before the expiry of his/her term of office.

Clause 10 A member of the Remuneration and Evaluation Committee may tender his/her resignation during his/her term of office in compliance with the laws, regulations and relevant requirements in the Articles in relation to the resignation of directors or independent non-executive directors.

Clause 11 Where the board of directors removes the position of a member of the Remuneration and Evaluation Committee pursuant to the first paragraph of Clause 9 hereof or a member resigns from his/her position as a member of the Remuneration and Evaluation Committee before expiry of his/her term of office pursuant to Clause 10 hereof, he/she may continue to perform his/her duties as a director or independent non-executive director of the Company during his/her term of office without any prejudice.

Clause 12 The general office of the board of directors shall be responsible for assisting the Remuneration and Evaluation Committee in performing its duties and carrying out its work.

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Chapter 3  Duties and Authorities

Clause 13 The responsibilities of the Remuneration and Evaluation Committee include:

1. reviewing the assessment criteria for directors and senior management, conducting assessments and making recommendations;

1. reviewing and examining the remuneration policies and plans of directors and senior management based on the corporate policies and objectives formulated by the board of directors, the position, duties and terms of reference of the directors and senior management and with reference to the remuneration of similar positions in the same region, in the same industry or competitors, and making recommendations to the board of directors on the establishment of compliant and transparent procedures;

1. evaluating the remuneration system of the Company, and reviewing and supervising its implementation;

1. making recommendations to the board of directors on the remuneration of non-executive directors;

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1. ensuring that no directors or any of his/her associates is involved in deciding his/her own remuneration;

Clause 14 The board of directors has the right to veto remuneration plans or proposals that would be prejudicial to the interest of the shareholders.

Clause 15 The remuneration plans and proposals of directors of the Company suggested by the Remuneration and Evaluation Committee shall, after approved by the board of directors, be put forward, considered and passed at the shareholders' general meeting before implementation.

Chapter 4  Responsibilities of the Chairman

Clause 16 The chairman of the Remuneration and Evaluation Committee shall mainly perform the following responsibilities:

1. convening regular meetings of the Remuneration and Evaluation Committee;

1. convening extraordinary meetings of the Remuneration and Evaluation Committee under special circumstances;

1. presiding over the meetings of the Remuneration and Evaluation Committee;

1. reviewing and finalizing daily research reports;

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Chapter 5  Working Procedures

Clause 17 Pursuant to the applicable laws, regulations, the Hong Kong Listing Rules and the Articles, in line with the actual circumstances of the Company, the Remuneration and Evaluation Committee shall consider the term of office of, evaluation criteria and remuneration policies for directors and senior management of the Company, prepare resolutions for consideration and approval by the board of directors and execute the resolutions accordingly.

Clause 18 Evaluation procedures of directors and senior management by the Remuneration and Evaluation Committee:

1. with reference to the operation performance according to the audited reports and the work reports of the directors and senior management, the Remuneration and Evaluation Committee shall evaluate the performance of the directors and senior management following the evaluation criteria and procedures;

1. based on the performance evaluation results and remuneration policies, the Remuneration and Evaluation Committee shall suggest the remuneration and reward of directors and senior management.

Chapter 6  Procedures of Meetings

Clause 19 The Remuneration and Evaluation Committee shall convene at least one meeting every year. The chairman may propose to convene extraordinary meetings, and the notice of the meeting shall be served to all members five days prior to the meeting. The meeting shall be presided over by the chairman. In the event that the chairman is unable to attend the meeting, he/she may authorize another member to preside over the meeting.

Clause 20 Meetings of the Remuneration and Evaluation Committee shall not be held without the presence of no less than two-thirds of the members. Each member shall have one vote. A resolution of the meeting shall be passed by a simple majority of the votes of all members.

Clause 21 The voting of the meeting of the Remuneration and Evaluation Committee shall be made by a show of hands or by poll. An extraordinary meeting may be convened by way of correspondence.

Clause 22 The directors, supervisors and senior management may be invited by the Remuneration and Evaluation Committee to observe its meetings when necessary. The Remuneration and Evaluation Committee may, if necessary, engage intermediary institutions to provide independent professional advice on its decisions at the expense of the Company.

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Clause 23 When a matter in connection with a member of the Remuneration and Evaluation Committee is considered at the meeting, the person concerned shall withdraw from such consideration. When the Remuneration and Evaluation Committee evaluates the performance of any director, or discuss his/her remuneration, such director shall withdraw from the meeting.

Clause 24 The convening, voting and passing of resolutions in respect of the remuneration policies and compensation proposals of the meetings of the Remuneration and Evaluation Committee shall be in compliance with the requirements under the applicable laws, regulations, the Articles and these terms of reference.

Clause 25 Minutes shall be kept for the meetings of the Remuneration and Evaluation Committee and shall be signed by members present at the meetings. The minutes of the meetings shall be filed by the Company. Upon the reasonable notice of any directors, such minutes shall be available for inspection by the director in a reasonable period of time.

Minutes of the meetings of the Remuneration and Evaluation Committee shall record the matters considered and decisions at the meetings, including any concerns raised by the directors or dissenting views expressed by members.

Clause 26 According to laws, regulations, the Articles and relevant procedures of meetings, if the resolutions passed by the meetings of the Remuneration and Evaluation Committee are within the scope of approval by the board of directors, the relevant resolutions passed by, and voting results of, a meeting of the Remuneration and Evaluation Committee shall be submitted in writing to the board of directors of the Company for approval.

Clause 27 All members of the Remuneration and Evaluation Committee and persons observing the meeting shall keep the matters discussed at the meetings confidential, and shall not disclose the relevant information without authorization.

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Chapter 7  Supplementary Provisions

Clause 28 For any matters not covered by these terms of reference, the relevant laws and regulations of the PRC, the Hong Kong Listing Rules and the Articles of the Company shall prevail. In the event that these terms of reference are in contravention with the laws and regulations promulgated subsequently by the PRC government, the Hong Kong Listing Rules or the Articles as amended under lawful procedures, the relevant laws and regulations of the PRC, the Hong Kong Listing Rules and the Articles shall prevail. Amendments to these terms of reference shall be made forthwith and submitted to the board of directors for approval.

Clause 29 These terms of reference have been approved by the board of directors and shall become effective and applicable from the date on which the overseas listed foreign shares (H shares) of the Company are issued and listed on The Stock Exchange of Hong Kong Limited. Since the date on which these terms of reference become effective, the original "Terms of Reference of the Remuneration and Evaluation Committee under the Board of Directors" of the Company will lapse automatically. The board of directors of the Company shall be responsible for amending and interpreting these terms of reference.

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