Corporate Governance

List of Directors and their Roles and Functions

The members of the board of directors (the “Board”) of Haitong International Securities Group Limited are set out below:

Chairman and Non-executive Director

QU Qiuping

Deputy Chairman, Chief Executive Officer and Executive Director

LIN Yong

Deputy Chairman and Executive Director

LI Jianguo

Executive Directors

SUN Jianfeng
SUN Tong

Non-executive Directors

CHENG Chi Ming, BrianWANG MeijuanZHANG XinjunWilliam CHAN

Independent Non-executive Directors

TSUI Hing Chuen, WilliamLAU Wai PiuWEI Kuo-chiangWAN Kam ToLIU Yan

The table below provides membership information of the Board committees on which each Board member serves.

Director / Board Committee Audit Committee Executive Committee Nomination Committee Remuneration Committee Risk Committee Strategic Development Committee
QU Qiuping Chairman Member Chairman
LIN Yong Chairman Member
LI Jianguo Member
POON Mo Yiu Member
SUN Jianfeng Member
SUN Tong Member
CHENG Chi Ming, Brian Member Member
WANG Meijuan Member Member
ZHANG Xinjun Member Member
William CHAN Chairman Member
TSUI Hing Chuen, William Member Member Chairman
LAU Wai Piu Member Member Member Member
WEI Kuo-chiang Member Member
WAN Kam To Chairman
LIU Yan Member

Hong Kong, 19 June 2018

Terms of Reference of Board of Directors

Adopted by the board of directors (the "Board") of Haitong International Securities Group Limited (the "Company") on 30 March 2012.

A. Membership

A.1 The Board shall consist of not less than 2 members. The maximum number of directors for the time being is 15.

A.2 The directors shall have the power from time to time and at any time to appoint any person as a director either to fill a casual vacancy on the Board or, as an addition to the existing Board but so that the number of directors so appointed shall not exceed any maximum number determined from time to time by the shareholders in general meeting. Any director so appointed by the Board shall hold office only until the next following general meeting of the Company (in the case of filling a casual vacancy) or until the next following annual general meeting of the Company (in the case of an addition to the Board), and shall then be eligible for re-election at that meeting.

A.3 At each annual general meeting one-third of the directors for the time being (or, if their number is not a multiple of 3, the number nearest to but not less than one-third) shall retire from office by rotation, provided that every director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every 3 years.

A.4 The Board shall include a balanced composition of executive and non-executive directors (including independent non-executive directors) so that there is a strong element of independence in the Board, which can effectively exercise independent judgment. Non-executive directors shall be of sufficient calibre and number for their views to carry weight.

A.5 The Company shall appoint adequate number of independent non-executive directors as required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

A.6 The company secretary shall be the secretary to the Board.

B. Frequency and proceedings of meetings

B.1 The Board shall meet regularly and board meetings shall be held at least 4 times a year at approximately quarterly intervals. The Chairman of the Board may request for additional meetings if he considers that are necessary.

B.2 Arrangements shall be in place to ensure all directors are given an opportunity to include matters in the agenda for regular board meetings.

B.3 Notice of at least 14 days shall be given of a regular board meeting to give all directors an opportunity to attend. For all other board meetings, reasonable notice shall be given.

B.4 The quorum necessary for the transaction of the business of the Board shall be 2.

B.5 Where any director is considered to be having a conflict of interest in any transactions, the director concerned shall not be counted in the quorum of the relevant board meeting.

B.6 Senior management executives may from time to time, be invited to attend the board meetings for making presentation and/ or answering any queries that may be raised by the Board.

B.7 The company secretary shall be the secretary of all board meetings. In the absence of the company secretary in any board meeting, a board member or the alternate of the company secretary shall act as the secretary of the board meeting.

B.8 Proceedings of board meetings shall be governed by the Company’s New Bye-laws.

C. Responsibilities of the Board

C.1 The Board is collectively responsible for the management and operations of the Company.

C.2 The Board shall be responsible for the leadership and control of the Company, and for promoting the Company’s success by directing and supervising its affairs.

C.3 The Board should take decisions objectively in the best interests of the Company.

C.4 It is the responsibility of the Board to determine the appropriate corporate governance policies and practices applicable to the Company’s circumstances and to ensure processes and procedures are in place to achieve the Company’s corporate governance objectives.

C.5 The Board may discharge its corporate governance duties by the following arrangements:

C.5.1 To establish a committee or committees with specific terms of reference to carry out different governance oversight roles or to delegate the duties to the existing committee(s); or

C.5.2 To delegate certain management and administration functions to the management with clear directions.

D. Corporate Governance Duties of the Board

D.1 The Board shall be responsible for the following corporate governance duties:-

D.1.1 To develop, review and update the Company’s policies and practices on corporate governance;

D.1.2 To review and monitor the training and continuous professional development of directors and senior management;

D.1.3 To review and monitor the Company’s policies and practices on compliance with legal and regulatory requirements;

D.1.4 To develop, review and monitor the code of conduct and compliance manual (if any) applicable to employees and directors;

D.1.5 To review the Company’s compliance with the Corporate Governance Code as contained in Appendix 14 to the Listing Rules (the “CG Code”) and disclosure in the Corporate Governance Report; and

D.1.6 To perform such other corporate governance duties and functions set out in the CG Code (as amended from time to time) for which the Board is responsible.

E. Reporting procedures

E.1 Minutes of board meetings shall record in sufficient detail the matters considered and decisions reached, including any concerns raised by directors or dissenting views expressed.

E.2 Draft and final versions of minutes shall be sent to all directors for their comment and records respectively, within a reasonable time after the board meeting is held.

E.3 Minutes of board meetings shall be kept by the company secretary and shall be open for inspection at any reasonable time on reasonable notice by any director.