Board of Directors Committees

Strategic Planning and Sustainable Development Committee

Our strategic planning and sustainable development committee consists of 8 directors, including the directors Mr. Gu Shu, Mr. Wang Zhiheng, Mr. Lin Li, Mr. Ju Jiandong, Ms. Zhuang Yumin, Ms. Zhou Ji, Mr. Liu Xiaopeng and Mr. Xiao Xiang. Mr. Gu Shu is the chairman of the Strategic Planning and Sustainable Development Committee. The Strategic Planning and Sustainable Development Committee shall perform the following duties:(1) to review overall and specific plans for strategic development of the Bank and provide advice in that respect to the Board of Directors; (2) to evaluate factors that may have impact on the strategic development plan and its implementation, and overall development of the Bank in light of international and domestic economic and financial conditions and market changes, and provide advice for the adjustment of strategic development plan to the Board of Directors accordingly in time; (3) to review the operation, investment and financing plans of the Bank and provide advice in that respect to the Board of Directors; to supervise and inspect the implementation of operation and investment plans of the Bank; (4) to review annual financial budgets and final financial accounts of the Bank submitted by the senior management and provide advice in that respect to the Board of Directors; (5) to review matters regarding the Bank' s establishment of major legal entities, material mergers and acquisitions, major external investments, material asset acquisitions, material asset disposals, material asset write-off, material asset guarantees, other guarantees for noncommercial banking business and major data governance, etc., and provide advice in that respect to the Board of Directors; (6) to review strategic capital deployment and targets for assets and liabilities management and provide advice in that respect to the Board of Directors; (7) to review establishment and restructuring of internal departments, domestic and overseas firsttier branches, branches and other entities directly managed by the head office and overseas entities and provide advice in that respect to the Board of Directors; (8) to review and evaluate effectiveness of corporate governance structure, so as to ensure that the financial reporting, risk management, internal control and other systems comply with the corporate governance standards of the Bank; (9) to review the sustainable development strategies and objectives of the Bank, regularly evaluate the implementation of the sustainable development strategies, and provide advice in that respect to the Board of Directors; (10) to review the report related to environmental, social and governance of the Bank, evaluate the development of green finance of the Bank, and provide advice in that respect to the Board of Directors; and (11) to perform other duties as required by the laws, administrative regulations, departmental rules and the securities regulatory authorities at the places where the Bank' s shares are listed, or as authorised by the Board of Directors.

County Area Banking Business/Inclusive Finance Development Committee

The County Area Banking Business and Inclusive Finance Development Committee consists of 6 directors, including the directors Mr. Wang Zhiheng, Mr. Wu Liansheng, Mr. Ju Jiandong, Ms. Zhou Ji, Mr. Li Wei and Mr. Zhang Qi. Mr. Wang Zhiheng is the chairman of the County Area Banking Business and Inclusive Finance Development Committee. The County Area Banking Business and Inclusive Finance Development Committee shall perform the following duties: (1) to review the strategic development plan of County Area Banking Business and provide advice in that respect to the Board of Directors in accordance with the overall strategic development plan of the Bank; (2) to evaluate the factors that might have significant impact on the development of County Area Banking Business with regard to the Sannong policy of the State and prevailing Sannong economic and financial market trend, and provide advice for adjustment to strategic development plan of County Area Banking Business to the Board of Directors; (3) to review the policy and basic management systems of County Area Banking Business of the Bank and provide advice in that respect to the Board of Directors; (4) to review risk and strategy plan for County Area Banking Business, and to evaluate the risk management and internal controls of County Area Banking Business in accordance with the risk management plan of the Bank, and to provide advice in that respect to the Board of Directors; (5) to monitor the implementation of strategic development plan, policy and basic management systems of County Area Banking Business of the Bank, to evaluate the effect of services for Sannong and to make suggestions in that respect to the Board of Directors; (6) to review the operation plan for County Area Banking Business in accordance with the operation plan of the Bank, and provide advice in that respect to the Board of Directors; (7) to make and decide the business development plan of Inclusive Finance and to review the policy, basic management systems, annual operation plan and risk and strategy plan of Inclusive Finance of the Bank; (8) to monitor the implementation of the strategies, policies and systems of Inclusive Finance of the Bank and to provide advice in that respect to the Board of Directors after assessment; and (9) to review matters in relation to County Area Banking Business and Inclusive Finance or to perform other duties as authorised by the Board of Directors.

Nomination and Remuneration Committee

The nomination and remuneration committee consists of 7 directors, including the directors Mr. Ju Jiandong, Mr. Wang Zhiheng, Mr. Wu Liansheng, Mr. Wang Changyun, Ms. Zhuang Yumin, Ms. Zhou Ji and Mr. Li Wei. Mr. Ju Jiandong is the chairman of the nomination and remuneration committee. The Nomination and Remuneration Committee shall perform the following duties: (1) to formulate standards and review procedures for the election of directors, chairmen and members of special committees of the Board of Directors and senior management members, and submit the same to the Board of Directors for approval; (2) to preliminarily review and approve the eligibility of the candidates for directors, President, Secretary to the Board of Directors, and Vice Presidents and other senior management members nominated by the President, and provide advice to the Board of Directors; (3) to provide advice on candidates for directors and President to the Board of Directors; (4) to nominate the candidates for chairmen and members of other special committees of the Board of Directors (other than the Chairman of the Strategic Planning and Sustainable Development Committee); (5) to listen to the report on the training programs for senior management and key reserve talents; (6) to present relevant remuneration allocation proposals based on the performance assessment of directors and senior management members and submit the same to the Board of Directors for consideration; (7) to review the human resources and remuneration policies and the relevant management systems submitted by the senior management and propose to the Board of Directors for approval; and to monitor the implementation thereof; and (8) to perform other duties as required by the laws, administrative regulations, departmental rules and the securities regulatory authorities at the place where the Bank' s shares are listed, or as authorised by the Board of Directors.

Audit and Compliance Committee

The Audit and Compliance Committee consists of 5 directors, including the directors Mr. Wu Liansheng, Ms. LEUNG KO May Yee Margaret, Mr. Wang Changyun, Mr. Li Wei and Mr. Zhang Qi. Mr. Wu Liansheng is the chairman of audit and compliance committee. The Audit and Compliance Committee shall perform the following duties: (1) to review the internal control management system of the Bank and to oversee effective implementation and self-assessment of the Bank' s internal control; to review and evaluate the core business of the Bank and relevant regulations; and to conduct compliance inspections in respect of major operations of the Bank; (2) to review and approve significant financial policies of the Bank and their implementation, and supervise financial operation of the Bank; (3) to review the audit management basic systems and regulations, medium- and long-term audit plans and annual work plan of the Bank, and provide advice in that respect to the Board of Directors; to supervise the implementation of the audit management basic systems, regulations and the plans of the Bank; (4) to review internal audit system of the Bank and provide advice in that respect to the Board of Directors; (5) to review, or to review and approve under the authorisation of the Board of Directors the annual budget of the internal audit departments to ensure the independence of internal audit; (6) to supervise and evaluate the performance of internal audit work of the Bank, and oversee the Bank' s internal audit system and its implementation; (7) to propose the appointment or dismissal of accounting firm for conducting regular statutory audit work for the Bank' s financial statements, and report to the Board of Directors for consideration; to supervise and evaluate the annual audit plan, scope of work and important audit standard proposed by the accounting firm for conducting regular statutory audit work for the Bank' s financial statements; and to evaluate the truthfulness, completeness and accuracy of the audited financial information of the Bank and make a report of the same, and submit such report to the Board of Directors for review; (8) to facilitate communications between internal audit departments of the Bank and accounting firm; (9) to consider and approve the Bank' s general policy on case prevention and control, identify the senior management' s relevant duties and scope of authorities; (10) to effectively scrutinize and oversee the Bank' s case prevention and control, review the relevant work report, assess and evaluate the effectiveness of case prevention and control and promote the establishment of the management system for case prevention and control; and (11) to perform other duties as required by the laws, administrative regulations, departmental rules and the securities regulatory authorities at the places where the Bank' s shares are listed, or as authorised by the Board of Directors.

Risk Management and Consumers’ Interests Protection Committee

The Risk Management and Consumers' Interests Protection Committee consists of 7 directors, including the directors Mr. Wang Changyun, Mr. Lin Li, Ms. LEUNG KO May Yee Margaret, Mr. Wu Liansheng, Mr. Liu Xiaopeng, Mr. Xiao Xiang and Mr. Zhang Qi. Mr. Wang Changyun is the chairman of the risk management committee. The Risk Management and Consumers' Interests Protection Committee shall perform the following duties: (1) to review risk management strategy plan, risk appetite and major risk management policies of the Bank according to overall development strategic plan of the Bank, to supervise and assess the implementation and effectiveness of the same and provide advice to the Board of Directors; (2) to review overall risk management reports of the Bank and proposals on deployment of riskbased capital and submit the same to the Board of Directors for approval; (3) to supervise the risk control of the senior management in respect of credit, market and operation risks and provide advice on the improvement of the Bank' s risk management; (4) to continuously oversee the risk management system of the Bank, assess the structure, working procedures and effectiveness of risk management departments and provide advice for improvement; (5) to review and discuss the Bank' s strategies, policies and objectives of consumers' rights and interests protection in accordance with the overall development strategic plan of the Bank, and provide advice to the Board of Directors; (6) to submit work reports and annual reports on consumers' rights and interests protection to the Board of Directors; to perform relevant duties according to the authorisation of the Board of Directors; to discuss and make decisions on relevant matters; and to study major problems and policies regarding consumers' rights and interests protection; (7) to direct and promote the construction and improvement of the management system of works related to consumers' rights and interests protection; and to ensure the related policies and regulations are in line with corporate governance, corporate culture building and operation and development strategies; (8) to supervise the comprehensiveness, timeliness and effectiveness of the works of senior management and consumers' rights and interests protection department in accordance with regulatory requirements and implementation of strategies, policies, targets of consumers' rights and interests protection and work performance of consumers' rights and interests protection; (9) to hold meetings regularly on consumers' rights and interests protection to review the work reports of senior management and consumers' rights and interests protection department, to study annual audit reports, regulatory circulars and internal assessment results related to consumers' rights and interests protection as well as to urge senior management and relevant departments to take remedial actions to the issues identified in a timely manner; and (10) to perform other duties as required by the laws, administrative regulations, departmental rules and the securities regulatory authorities at the places where the Bank' s shares are listed, or as authorised by the Board of Directors.

Related Party Transactions Management Committee

The Related Party Transactions Management Committee consists of 3 directors, including Ms. LEUNG KO May Yee Margaret, Mr. Wang Changyun and Ms. Zhuang Yumin. Ms. LEUNG KO May Yee Margaret is the chairman of the related party transactions management committee. The Related Party Transactions Management Committees shall perform the following duties: (1) to review basic management systems for related party transactions, oversee their implementation and provide advice to the Board of Directors; (2) to conduct preliminary review on related party transactions to be approved by the Board of Directors or shareholders' general meeting, and propose to the Board of Directors or shareholders' general meeting via the Board of Directors for approval; (3) to consider and approve related party transactions and other matters thereof to the extent of authorisation by the Board of Directors; and to maintain records of related party transactions and report to the Board of Directors on the management of the related party transactions; and (4) to perform other duties as required by the laws, administrative regulations, departmental rules and the securities regulatory authorities at the places where the Bank' s shares are listed, or as authorised by the Board of Directors.

Risk Management Committee of Institutions in the United States Regions

The Risk Management Committee of Institutions in the United States Regions shall perform the following duties: to consider and approve the risk management policies for businesses in the United States, and supervise the implementation of the policies; to review the report of the institutions in the United States on internal and external inspection results and their rectifications; and to perform other duties as authorised by the Board of Directors. The Risk Management and Consumers' Interests Protection Committee will assume the duties of the Risk Management Committee of Institutions in the United States Regions.