Kaisa Prosperity Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2168)

(hereafter the “Company”) 

Audit Committee - Terms of Reference

1. Members

1.1 The audit committee of the Company (the “Audit Committee”) should be established by the board of directors of the Company (“Board”) and it should comprise a minimum of three members.

1.2 The Audit Committee should comprise non-executive directors only. The majority of the Audit Committee members must be independent non-executive directors of the Company, and at least one of whom is an independent non-executive director with appropriate professional qualifications or accounting or related financial management expertise. Members of the Audit Committee shall be appointed by the Board. A former partner of the Company’s existing auditing firm should be prohibited from acting as a member of the Audit Committee for a period of two years from the date of his/her ceasing (a) to be a partner of the firm; or (b) to have any financial interest in the firm, whichever is the later.

1.3 The Audit Committee must be chaired by an independent non-executive director and appointed by the Board.

1.4 The terms of appointment of the Audit Committee members should be determined by the Board at the appointment date.

2. Secretary

2.1 The company secretary of the Company shall act as the secretary of the Audit Committee.

2.2 The Audit Committee may from time to time, appoint any other person with appropriate qualification and experience to act as the secretary of the Audit Committee.

3. Meetings

3.1 The Audit Committee should meet at least twice a year. Any member or the secretary of the Audit Committee can call for a meeting. The external auditors of the Company can call for a meeting if necessary.

3.2 Notice of at least 14 days should be given for any meeting, unless such notification is waived by all members of the Audit Committee. Notwithstanding the notification period, the attendance of the members of the Audit Committee at the meeting would be deemed as the waiver by such members of the required notification requirement. If any follow-up meeting takes place within 14 days after the meeting, then no notification is required for such follow-up meeting.

3.3 The quorum necessary for the transaction of business of the Audit Committee shall be two members of the Audit Committee, one of whom must be an independent non-executive director.

3.4 Meeting can be attended in person or via electronic means including telephone or videoconferencing. The members of the Audit Committee can attend the meeting via telephone or any similar communication device (all persons attending such meeting should be able to hear from such member via such communication device).

3.5 Resolutions of the Audit Committee should be passed, in the case of a meeting, by more than half of the members of the Audit Committee attending such meeting.

3.6 A resolution passed and signed by all members of the Audit Committee is valid, and the validity is the same as any resolution passed in the meeting held.

3.7 Full minutes of Audit Committee meeting should be kept by a duly appointed secretary of the Audit Committee and be available for review by the directors. Draft and final versions of minutes of the meeting should be sent to all members of the Audit Committee for their comments and records, within a reasonable time after the meeting.

4. Meeting attendance

4.1 The members of the Audit Committee should meet, at least twice a year, with the Company’s auditors without the attendance from the executive directors (unless invited by the Audit Committee).

4.2 Upon the invitation from the Audit Committee, the following persons can attend the meeting: (i) finance manager (or equivalent); (ii) financial controller (or equivalent); (iii) other staff members responsible for accounting and/or internal audit function; and (iv) the other Board members.

4.3 Only the members of the Audit Committee can vote in a meeting of the Audit Committee.

5. Annual General Meetings

 5.1 The chairman or chairlady of the Audit Committee or (if absent) the other member of the Audit Committee (who must be an independent non-executive director) should attend the annual general meetings of the Company, and handle the shareholders’ enquiry on the activities and responsibilities related to the Audit Committee at such meetings.

6. Duties and Powers

The Audit Committee is responsible for reviewing and monitoring the financial reporting, risk management and internal control systems of the Company, and assist the Board to fulfill its responsibility over the audit. The Audit Committee’s duties and powers should include:

6.1 Relationship with the Company’s external auditors

6.1.1 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 issues related to its resignation or dismissal;

6.1.2 to review and monitor the external auditor’s independence and objectivity and the effectiveness of the audit process in accordance with applicable standards; and to discuss with the external auditor the nature and scope of the audit and reporting obligations before the audit commences;

6.1.3 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; and

6.1.4 to report to the Board, identifying and making recommendations on any matters where action or improvement is needed.

6.2 Review of the Company’s financial information

6.2.1 to monitor the 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 theses reports before submission to the Board, the committee should focus particularly on:

(a) any changes in accounting policies and practices;

(b) major judgmental areas;

(c) significant adjustments resulting from audit;

(d) the going concern assumptions and any qualifications;

(e) compliance with accounting standards; and

(f) compliance with the Listing Rules and legal requirements in relation to financial reporting; and

6.2.2 Regarding paragraph 6.2.1 above:

(a) members of the Audit Committee should liaise with the Board and senior management and the audit committee must meet, at least twice a year, with the Company’s external auditors; and

(b) the Audit 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 and auditors.

6.3 Oversight of the Company’s financial reporting system, risk management and internal control systems

6.3.1 to review the Company’s financial controls, and unless expressly addressed by a separate risk committee of the Board, or by the Board itself, to review the Company’s risk manage

Kaisa Prosperity Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2168)

(hereafter the “Company”) 

Remuneration Committee - Terms of Reference

1.Members

1.1. The remuneration committee of the Company (the “Remuneration Committee”) should be established by the board of directors of the Company (“Board”) and it should comprise a majority of independent non-executive directors. Members of the Remuneration Committee shall be appointed by the Board.

1.2. The Remuneration Committee must be chaired by an independent non-executive director and appointed by the Board.

1.3. The terms of appointment to Remuneration Committee members should be determined by the Board at the appointment date.

2.Secretary

2.1.The company secretary of the Company shall act as the secretary of the Remuneration Committee.

2.2. The Remuneration Committee may from time to time, appoint any other person with appropriate qualification and experience to act as the secretary of the Remuneration Committee.

3.Meeting

3.1. The Remuneration Committee should meet at least once a year. Any member or the secretary of the Remuneration Committee can call for a meeting.

3.2. Notice of at least 14 days should be given for any meeting, unless such notification is waived by all members of the Remuneration Committee. Notwithstanding the notification period, the attendance of the member of the Remuneration Committee at the meeting would be deemed as the waiver by such members of the required notification requirement. If the follow-up meeting takes place within 14 days after the meeting, then no notification is required for such follow-up meeting.

3.3. The quorum necessary for the transaction of business of the Remuneration Committee shall be two members of the Remuneration Committee, one of whom must be an independent non-executive director.

3.4. Meeting can be attended in person or via electronic means including telephone or videoconferencing. The members of the Remuneration Committee can attend the meeting via telephone or any similar communication device (all persons attending such meeting should be able to hear from such member via such communication device).

3.5. Resolutions of the Remuneration Committee shall be passed, in the case of a meeting, by more than half of the members of the Remuneration Committee attending such meeting.

3.6. A resolution passed and signed by all members of the Remuneration Committee is valid, and the validity is the same as any resolution passed in the meeting held.

3.7. Full minutes of Remuneration Committee meeting should be kept by a duly appointed secretary of the Remuneration Committee and be available for review by the directors. Draft and final versions of minutes of the meeting should be sent to all members of the Remuneration Committee for their comment and records, within a reasonable time after the meeting.

4. Meeting Attendance

4.1. Upon the invitation from the Remuneration Committee, the chairman or chairlady of the Board and/or the general manager or the chief executive officer, the finance manager (or equivalent), other senior staff members responsible for the human resources function, external advisor and other persons can be invited to attend all or part of any meeting.

4.2. Only the members of the Remuneration Committee can vote in a meeting of the Remuneration Committee.

5.Annual General Meeting

5.1. The chairman or chairlady of the Remuneration Committee or (if absent) the other member of Remuneration Committee (who must be an independent non-executive director) should attend the annual general meetings of the Company, and handle the shareholders’ enquiry on the activities and responsibilities related to the Remuneration Committee at such meetings.

6. Duties and Powers

The Remuneration Committee shall have the following duties and powers: 

6.1. 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;

6.2. to review and approve the management’s remuneration proposals with reference to the Board’s corporate goals and objectives;

6.3. either: (i) to determine, with delegated responsibility, the remuneration packages of individual executive directors and senior management; or (ii) to make recommendations to the Board on 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;

6.4. to make recommendations to the Board on the remuneration of non-executive directors;

6.5. to consider salaries paid by comparable companies, time commitment and responsibilities and employment conditions elsewhere in the group; 6.6. to review and approve the 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;

6.7. 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;

6.8. to ensure that no director or any of their associates is involved in deciding that director’s own remuneration;

6.9. to review and/or approve matters relating to share schemes under Chapter 17 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”); and

6.10. to consider and implement other matters, as assigned by the Board or otherwise required by the Listing Rules from time to time.

7.Reporting

7.1. The Remuneration Committee shall report to the Board after each of its meetings.

8.Authority

8.1. The Remuneration Committee should consult the chairman or chairlady of the Board and/or the chief executive officer about their remuneration proposals for other executive directors.

8.2. The Remuneration Committee is authorised to request the senior management of the Company to provide any required resources or information related to the remuneration package to perform its duties.

8.3. The Remuneration Committee should have access to independent professional advice at the Company’s expense if necessary, to perform the responsibilities of the Remuneration Committee. Remark: the independent professional advice can be sought via any company secretary of the Company.

8.4. The Remuneration Committee should be provided with sufficient resources to perform its duties.

Remark: “senior management” refers to the persons referred to in the Company’s prospectus or the interim/annual report of the Company (whichever is the latest) as senior management of the Company. It is the responsibility of the directors of the Company to determine which individual or individuals constitute senior management. Senior management may include directors of subsidiaries, heads of divisions, departments or other operating units within the group as, in the opinion of the Company’s directors, is appropriate.

Kaisa Prosperity Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code:2168)

(hereafter the “Company”)

Nomination Committee - Terms of Reference

1. Members

1.1 The nomination committee of the Company (the “Nomination Committee”) should be established by the board of directors of the Company (the “Board”) and it should comprise a majority of independent non-executive directors. Members of the Nomination Committee shall be appointed by the Board.

1.2 The Nomination Committee must be chaired by the chairman or chairlady of the Board or an independent non-executive director within the Nomination Committee and appointed by the Board.

1.3 The terms of appointment to Nomination Committee members should be determined by the Board at the appointment date.

2. Secretary of Nomination Committee

2.1 The company secretary of the Company shall act as the secretary of the Nomination Committee.

2.2 The Nomination Committee may from time to time, appoint any other person with appropriate qualification and experience to act as the secretary of the Nomination Committee.

3. Meeting

3.1 The member of Nomination Committee can call for a meeting anytime when it is necessary.

3.2 Notice of at least 14 days should be given for any meeting, unless such notification is waived by all members of the Nomination Committee. Notwithstanding the notification period, the attendance of the member of the Nomination Committee at the meeting would be deemed to be treated as the waiver of the required notification requirement. If the follow-up meeting takes place within 14 days after the meeting, then no notification is required for such follow-up meeting.

3.3 The quorum necessary for the transaction of business of the Nomination Committee shall be two members of the Nomination Committee, one of whom must be an independent non-executive director.

3.4 Meeting can be attended in person or via electronic means including telephone or videoconferencing. The members of the Nomination Committee can attend the meeting via telephone or any similar communication device (all persons attending such meeting should be able to hear from such member via such communication device).

3.5 Resolutions of the Nomination Committee shall be passed by more than half of its members.

3.6 The resolution passed and signed by all members of Nomination Committee is valid, and the validity is the same as any resolution passed in the meeting held.

3.7 Full minutes of Nomination Committee meeting should be kept by a duly appointed secretary of the Nomination Committee and be available for review by the directors. Draft and final versions of minutes of the meeting should be sent to all members of the Nomination Committee for their comment and records, within a reasonable time after the meeting.

4. Meeting attendance

4.1 Upon the invitation from the Nomination Committee, the chairman or chairlady of the Board and/or the general manager or the chief executive officer, other staff members responsible for the human resources function, external advisor and other persons can be invited to attend all or part of any meeting.

4.2 Only the members of the Nomination Committee can vote in a meeting of the Nomination Committee.

5. Annual General Meeting

5.1 The chairman or chairlady of Nomination Committee or (if absent) the other member of Nomination Committee (must be an independent non-executive director) should attend the annual general meetings of the Company, and handle the shareholders’ enquiry on the activities and responsibilities related to the Nomination Committee at such meetings.

6. Duties and Powers

The Nomination Committee shall have the following duties and powers:

6.1 to review the structure, size and composition (including the skills, knowledge, experience and diversity of perspectives) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company’s corporate strategy;

6.2 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;

6.3 to assess the independence of independent non executive directors;

6.4 to make recommendations to the Board on the appointment or re-appointment of directors and succession planning for directors (in particular the chairman or chairlady and the chief executive);

6.5 to review the policy on Board diversity (the “Board Diversity Policy”) and any measurable objectives for implementing such Board Diversity Policy as may be adopted by the Board from time to time and to review the progress on achieving the objectives; and

6.6 where the Board proposes a resolution to elect an individual as an independent non-executive director at the general meeting, it should set out in the circular to shareholders and/or explanatory statement accompanying the notice of the relevant general meeting (i) the process used for identifying the individual and why the board believes the individual and the reasons why it considers the individual to be independent; (ii) if the proposed independent non-executive director will be holding their seventh (or more) listed company directorship, why the board believes the individual would still be able to devote sufficient time to the board; (iii) the perspectives, skills and experience that the individual can bring to the board; and (iv) how the individual contributes to diversity of the board.

7. Reporting

7.1 The Nomination Committee shall report to the Board after each of its meetings.

8. Authority

8.1 The Nomination Committee is authorised by the Board to request from employee of the Company to provide any information within the scope of its duties.

8.2 The Nomination Committee should have access to independent professional advice at the Company’s expense if necessary, to perform the responsibilities of the Nomination Committee.

Remark: the independent professional advice can be sought via any company secretary.

8.3 The Nomination Committee should be provided with sufficient resources to perform its duties.