China Chuanglian Education Financial : TERMS OF REFERENCE OF THE REMUNERATION COMMITTEE

China Chuanglian Education Financial Group Limited ʕ਷௴ᑌ઺ԃږፄණྠϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2371)

REMUNERATION COMMITTEE

TERMS OF REFERENCE

These Terms of Reference have been issued in the English language with a separate Chinese language translation. If there is any conflict in the Terms of Reference between the meaning of Chinese words or terms in the Chinese language version and English words in the English language version, the meaning of the English words shall prevail.

Latest Version: Updated on 26 March 2021

REMUNERATION COMMITTEE

TERMS OF REFERENCE

TABLE OF CONTENTS

Page
1.	CONSTITUTION .....................................................	3
2.	FUNCTIONS AND OBJECTIVES ........................................	3
3.	MEMBERSHIP .......................................................	3
4.	MEETINGS ..........................................................	4
5.	ATTENDANCE AT MEETINGS .........................................	5
6.	FREQUENCY OF MEETINGS ..........................................	5
7.	AUTHORITY ........................................................	5
8.	DUTIES & RESPONSIBILITIES .........................................	5
9.	REPORTING PROCEDURES ...........................................	6
10.	PUBLICATION OF THE TERMS OF REFERENCE .........................	6
-2-

(the "Company")

REMUNERATION COMMITTEE

TERMS OF REFERENCE

• 1. CONSTITUTION

  • 1.1 The Remuneration Committee was formed pursuant to the board resolution of the Company passed on 9 September 2005.

  • 1.2 The terms of reference of the Remuneration Committee were revised on 6 October 2015 pursuant to the Corporate Governance Code effective on 1 April 2012.

  • 1.3 The revised version shall supersede any terms of reference previously adopted by the board of directors of the Company (the "Director(s)") (the "Board").

• 2. FUNCTIONS AND OBJECTIVES

  2.1 The Remuneration Committee is appointed by the Board with a view to:

  • (a) establish and apply a formal and transparent procedure for setting policy on remuneration for executive directors and senior management, and for fixing the remuneration packages for all directors and senior management; and

  • (b) ensure that procedures and principles for fixing packages of all directors and senior management are proper so that the levels of remuneration of directors commensurate with their qualifications and competencies, and that such remuneration is sufficient to attract and retain directors and senior management but not excessive.

• 3. MEMBERSHIP

  • 3.1 The members of the Remuneration Committee (the "Member(s)") shall be appointed by the Board and, on the recommendation of the nomination committee in consultation with the chairman of the Remuneration Committee (the "Chairman") from amongst the non-executive Directors of the Company.

  • 3.2 The majority of the Members shall be independent non-executive Directors and the Chairman must be an independent non-executive Director.

4. MEETINGS

• 4.1 The company secretary of the Company shall be the secretary of the Remuneration Committee.

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

• 4.3 A quorum of the Remuneration Committee shall be any two Members.

• 4.4 Notice of any meetings has to be given at least 7 days prior to any such meeting being held, unless all Members unanimously waive such notice. Irrespective of the length of notice being given, a member attending the meeting shall be deemed waiver of the requisite length of notice of the meeting by the member. Notice of any adjourned meetings is not required if adjournment is for less than 7 days.

• 4.5 Meetings may be held in person, by telephone or video conference. Members may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting are capable of hearing each other.

• 4.6 Resolutions of the Remuneration Committee at any meetings shall be passed by a majority of votes of the Members present.

• 4.7 A resolution in writing signed by all Members shall be as valid and effectual as if it had been passed at a meeting of the Remuneration Committee duly convened and held.

• 4.8 Minutes of meetings of the Remuneration Committee shall record in sufficient detail the matters considered by the Remuneration Committee and decisions reached, including any concerns raised by Directors or dissenting views expressed.

• 4.9 Full minutes of Remuneration committee meetings should be kept by the secretary of the Remuneration Committee. Draft and final versions of minutes of the Remuneration committee meetings shall be sent to all Members for their comment and records respectively, in both cases within a reasonable time after the meeting. Such minutes of meeting shall be opened for the Board's inspection at any reasonable time on reasonable notice.

• 5. ATTENDANCE AT MEETINGS

  • 5.1 At the invitation of the Remuneration Committee, the chairman of the Board and/or managing Director, external advisers and other persons may attend the meetings.

  • 5.2 Only Members are entitled to vote at the meetings.

• 6. FREQUENCY OF MEETINGS

  • 6.1 The Chairman in consultation with the secretary, shall decide the frequency and timing of its meetings. There shall be as many meetings as the Remuneration Committee's duties and responsibilities require.

  • 6.2 The Remuneration Committee shall meet no less than one meeting a year.

• 7. AUTHORITY

  • 7.1 The Remuneration Committee shall consult the chairman of the Board and/or managing Director in respect of their proposals relating to the remuneration of other executive Directors and senior management.

  • 7.2 The Remuneration Committee shall have the right to require the Company's management to furnish any remuneration related information it requires from senior management of the Company for the purposes of performing its duties.

  • 7.3 A Member may, through the company secretary of the Company, seek professional advice in appropriate circumstances at the Company's expense to perform his/her duties as a Member to the Company within its terms of reference.

  • 7.4 The Remuneration Committee shall be provided with sufficient resources to perform its duties.

• 8. DUTIES & RESPONSIBILITIES

  The Remuneration Committee shall have the following duties and responsibilities: -

  • 8.1 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;

  • 8.2 in regard to 8.1 above and 8.7 below, it is the responsibility of the Board to determine which individual or individuals constitute senior management. Senior management may include directors of subsidiaries; head of divisions, departments or other operating units within the Company and its subsidiaries (collectively, the "Group") as, in the opinion of the Board, is appropriate.

  • 8.3 to review and approve the management's remuneration proposals with reference to the Board's corporate goals and objectives;

• 8.4 to make recommendations to the board on the remuneration packages of individual executive Directors and senior management, including benefits in kind, pension rights and compensation payments, including any compensation payable for loss or termination of their office or appointment;

• 8.5 to make recommendations to the Board on the remuneration of non-executive Directors;

• 8.6 to consider salaries paid by comparable companies, time commitment and responsibilities and employment conditions elsewhere in the Group;

• 8.7 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 for the Company;

• 8.8 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

• 8.9 to ensure that no Director or any of his associates is involved in deciding his own remuneration.

• 9. REPORTING PROCEDURES

  • 9.1 The secretary shall circulate the minutes of meetings and reports of the Remuneration Committee to the Board.

  • 9.2 The Remuneration Committee shall report to the Board after each meeting.

• 10. PUBLICATION OF THE TERMS OF REFERENCE

  10.1 The terms of reference will be posted on the websites of The Stock Exchange of Hong Kong

Limited and the Company. It is also available at the Company's principal place of business in Hong Kong open for inspection by the shareholders during normal business hours. A copy of the terms of reference will be made available to any person without charge upon request.