Great Wall Terroir : BOARD DIVERSITY POLICY

Great Wall長城Terroir天下控股Holdings有限公司Limited

(Formerly known as Great Wall Belt & Road Holdings Limited 長城一帶一路控股有限公司)

(Incorporated in Bermuda with limited liability)

(Stock Code: 524)

(the "Company")

BOARD DIVERSITY POLICY

(Adopted by the board (the "Board") of directors (the "Director(s)") of the Company

on 16 December 2013)

(Revised by the Board on 25 November 2021)

Policy Objective

This policy (the "Policy") aims to set out the approach to achieve diversity for the Board.

General Policy

1. The Company recognises the benefits of a Board that possesses a balance of skills, expertise, experience and diversity of perspectives appropriate to the requirements of the businesses of the Group.
2. The Company embraces the practice of seeking to ensure diversity of Board members, which can be achieved through consideration of a number of factors, including but not limited to gender, age, ethnicity, cultural and educational background, professional experience, qualification, skills, knowledge and length of service.
3. Board appointments will continue to be on a merit basis, and candidates will be considered against objective criteria, having due regard for the benefits of diversity on the Board.

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Measurable Objectives

Selection of candidates will be based on a range of diversity perspectives, including but not limited to the Company's needs, gender, age, ethnicity, cultural and educational background, professional experience, qualification, skills, knowledge, length of service, and the amount of time and effort that the candidate will devote to discharge his/her duties and responsibilities and, in the case of independent non-executive Director(s), the independence requirements set out in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time). The ultimate decision will be based on merit and contribution that the selected candidates will bring to the Board.

Responsibilities

1. The nomination committee of the Company (the "Nomination Committee") continues to be responsible for reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually, taking into account the benefits of all relevant diversity aspects and making recommendations on any proposed changes to the Board to complement the Company's corporate strategy.
2. The Nomination Committee will review this Policy, as appropriate, which will include an assessment of the effectiveness of this Policy. The Nomination Committee will discuss and agree on measurable objectives for achieving diversity of the Board, and where necessary, make any revisions that may be required and recommend any such revisions to the Board for consideration and approval.
3. The Board will disclose this Policy (or a summary thereof) including any measurable objectives that it has set for implementing this Policy, and the progress made towards meeting the measurable objectives set out in this Policy in the corporate governance report set out in the annual report of the Company.

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