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Remuneration Committee

Members

Mr. Zhai HaitaoChairman

Remuneration Committee

Mr. Zhai HaitaoChairman

Mr. Zhai is the Independent Non-executive Director of the Company, the Chairman of the Remuneration Committee of the Board, and the Member of each of the Audit Committee and the Nomination Committee of the Board. He is also an independent non-executive director of China Everbright Water Limited (the Company's subsidiary and the shares of which are listed on the Singapore Exchange Securities Trading Limited and The Stock Exchange of Hong Kong Limited (the "Stock Exchange")) and an independent non-executive director of China Life Insurance Company Limited (the shares of which are listed on New York Stock Exchange, the Stock Exchange and Shanghai Stock Exchange). Mr. Zhai is the President and Partner of Primavera Capital Group. He was formerly a Managing Director of Goldman Sachs (Asia) LLC and Chief Representative of Goldman Sachs Beijing Office. Prior to joining Goldman Sachs, Mr. Zhai worked at the International Department of the People's Bank of China in Beijing, and was Deputy Representative of the People's Bank of China Representative Office for the Americas based in New York. He holds a Master's Degree in International Relations from Columbia University, a Master of Business Administration Degree from New York University and a Bachelor of Arts Degree in Economics from Peking University. He has extensive experience and knowledge in banking, capital market and management. Mr. Zhai joined the Board in January 2011.

Mr. Huang Haiqing

Remuneration Committee

Mr. Huang Haiqing

Mr. Huang is the Executive Director and the Chairman of the Board of the Company. He is also the Chairman of the Nomination Committee and the Member of the Remuneration Committee of the Board, and a director of several subsidiaries of the Group. Mr. Huang is the non-executive director and the chairman of the board of directors of China Everbright Greentech Limited (the Company's subsidiary and the shares of which are listed on The Stock Exchange of Hong Kong Limited (the "Stock Exchange")). He is currently a director of China Everbright Holdings Company Limited, an indirect controlling shareholder of the Company. He holds a doctoral degree in Economics from Southwestern University of Finance and Economics. Mr. Huang is currently a member of the Strategic Advisory Committee and postgraduate tutor of the PBC School of Finance of Tsinghua University, and he is also a senior economist. Prior to joining the Group, Mr. Huang had served as executive director and president of China Everbright Holdings Company Limited, member of CPC committee and secretary of the discipline committee (executive vice president level) of China Everbright Bank Company Limited (the shares of which are listed on the Stock Exchange and Shanghai Stock Exchange). He also served as division chief level officer of Hainan Provincial Branch of Industrial and Commercial Bank of China Limited, deputy general manager of Pudong Branch of Bank of Shanghai, and vice mayor of Xi'an City. Mr. Huang joined the Board in June 2022.

Mr. Fan Yan Hok, Philip

Remuneration Committee

Mr. Fan Yan Hok, Philip

Mr. Fan is the Independent Non-executive Director of the Company, the Chairman of the Risk Management Committee of the Board, and the Member of each of the Audit Committee, the Remuneration Committee and the Nomination Committee of the Board. Mr. Fan is an independent non-executive director of the following Hong Kong listed public companies, namely Hysan Development Company Limited, First Pacific Company Limited and China Aircraft Leasing Group Holdings Limited. Mr. Fan is also an external director of Sumida Corporation (the shares of which are listed on Tokyo Stock Exchange). Mr. Fan was formerly an independent director of Goodman Group, an Australian listed company and a member of the Asian Advisory Committee of AustralianSuper, a pension fund established in Australia until November 2017 and February 2017 respectively. He was also formerly an independent non-executive director of PFC Device Inc. (the shares of which are listed on The Stock Exchange of Hong Kong Limited) until March 2022. Mr. Fan holds a Bachelor's Degree in Industrial Engineering, a Master's Degree in Operations Research from Stanford University and a Master's Degree in Management Science from Massachusetts Institute of Technology. Before joining the Company in 1997, he was an executive director of CITIC Pacific Limited in charge of industrial projects in China. Mr. Fan joined the Board in November 1997 and was re-designated as a Non-executive Director and an Independent Non-executive Director of the Company in January 2010 and December 2012 respectively.

Mr. Suo Xuquan

Remuneration Committee

Mr. Suo Xuquan

Mr. Suo is the Independent Non-executive Director of the Company, and the Member of each of the Remuneration Committee, the Nomination Committee and the Risk Management Committee of the Board. Mr. Suo is an independent director of CITIC Bank International (China) Limited, Bank of Zhangjiakou Co., Ltd.* (張家口銀行股份有限公司), Northking Information Technology Co., Ltd.* (京北方信息技術股份有限公司) (the shares of which are listed on Shenzhen Stock Exchange) and Picc Asset Management Company Limited* (中國人保資產管理有限公司). Mr. Suo is a part-time professor of Business School of China University of Political Science and Law. Mr. Suo was an independent director of China Satellite Communications Co., Ltd.* (中國衛通集團股份有限公司) (the shares of which are listed on Shanghai Stock Exchange). He was the general manager of Credit Extension Approval Department of Head Office of Industrial and Commercial Bank of China Limited ( "ICBC", the shares of which are listed on The Stock Exchange of Hong Kong Limited and Shanghai Stock Exchange) prior to his retirement from the ICBC group after 33 years of services. He also worked in the Shaanxi Branch of the People’s Bank of China before joining the ICBC Group. Mr. Suo graduated from on-job postgraduate class of Economics and Management in the Correspondence College of Central Party School of the Communist Party of China, and he is a senior economist and expert entitled to special allowance of the State Council. Mr. Suo has over 37 years of relevant banking experience and has extensive experience in bank credit management and bank credit risk management. He has expertise in business operation and financial analysis. Mr. Suo joined the Board in August 2018.

* For identification purpose only

Ms. Li Shuk Yin, Edwina

Remuneration Committee

Ms. Li Shuk Yin, Edwina

Ms. Li is the Independent Non-executive Director of the Company, the Chairman of the Audit Committee of the Board, and the Member of each of the Remuneration Committee, the Nomination Committee and the Risk Management Committee of the Board. Ms. Li is an independent non-executive director of Bank of Zhengzhou Co., Ltd. (the shares of which are listed on The Stock Exchange of Hong Kong Limited and Shenzhen Stock Exchange) and China CITIC Bank International Limited. Ms. Li is a fellow member of the Institute of Chartered Accountants in England and Wales and the Hong Kong Institute of Certified Public Accountants. Ms. Li formerly worked in KPMG from 1994 with her last role as the partner in charge of KPMG China's financial services assurance team until her retirement in March 2018. Ms. Li has significant experience in accounting, capital market, market entrance, regulatory compliance related internal control and risk management in Hong Kong and China. Prior to joining KPMG, Ms. Li qualified as a Chartered Accountant with a large multinational accounting firm and worked as controller with a real estate company and a financial services group in London. Ms. Li holds a Bachelor's degree with Honours in Accountancy from University of Exeter, England, a Postgraduate Diploma in Enterprise Risk Management from HKU SPACE and a Master of Science Degree in Risk Management from Glasgow Caledonian University, Scotland. She is also a director of Elite Beam Limited. Ms. Li joined the Board in May 2022.

The Remuneration Committee currently comprises Mr. Zhai Haitao (Chairman), an independent non-executive Director, Mr. Huang Haiqing, the executive Director and the Chairman of the Board, and 3 other independent non-executive Directors, namely Mr. Fan Yan Hok, Philip, Mr. Suo Xuquan and Ms. Li Shuk Yin, Edwina. The terms of reference of the Remuneration Committee, which are available on the websites of the Company and Hong Kong Exchanges and Clearing Limited, set out the duties of the Remuneration Committee, including but not limited to determining, with delegated responsibilities by the Board, the remuneration packages of the individual executive Directors and senior management.