Guotai Junan International Holdings Ltd

Fully implementing the sustainability concept and enhancing the management of ESG issues. In 2021, while achieving high-quality business development, the board of directors of the Company (the "Board") enhanced its sustainable development management by setting ESG goals, strengthening ESG strategies and enhancing the ESG management structure. Through the ESG Committee, the Board made an all-round deployment and monitoring of the Company's ESG work, carried out a group-wide ESG risk assessment, identified and prevented major ESG risks in its business development. Structurally, to improve execution efficiency, the ESG Committee authorized and set up an ESG Working Group, its three subordinate functional divisions (focusing on sustainable finance, low-carbon office and ESG information disclosure, respectively) and designated an ESG coordination office for carrying out ESG works. The Company integrated ESG strategy at all operational levels by identifying areas of weakness and successfully making improvements, so as to effectively implement the same and attain its ESG goals. [...] The ESG Committee has been established under the Board to advise and assist the Board in overseeing and enhancing the ESG management of the Group. As at the latest practicable date (i.e. 30 May 2022), the ESG Committee comprises five members, chaired by an independent non-executive director, Dr. FU Tingmei, together with other management members and heads of relevant departments. The ESG Committee shall hold meetings at least once a year and report to the Board on a regular basis. Composition2 Major Duties Set overall ESG vision, objectives and strategies of the Group; Adopt ESG Policy and approve ESG governance structure; Consider the ESG risks that identified, assessed and determined by the departments and review the ESG-related risk management system; Review the progress of implementing the carbon reduction plans for the year and approve the environmental targets and plans for ensuing year; Review the progress of implementing the community investment plans for the year and approve the plans and budgets for ensuing year; Review the sustainable finance strategies submitted by business units; Consider the stakeholders' feedback, obtain professional opinions where necessary and make recommendations to the Board on areas for improvement; and Scrutinize the ESG performance of the Group and review the ESG report. [...] The ESG Working Group, under the ESG Committee, comprised of representatives from various functional departments, has been set up to formulate and implement specific work plans according to the ESG strategies and policies set by the ESG Committee. For the efficient execution of the ESG policies and plans, three functional divisions under the ESG Working Group, namely Sustainable Finance Functional Division, Low-carbon Office Functional Division and ESG Disclosure Functional Division, have also been established. The ESG Coordination Office, led by the Company Secretary of the Company (also a member of the ESG Committee), is mainly responsible for the liaison and communication between the ESG Committee (the Board level), the management and the ESG Working Group (operational level) to ensure full execution of specific sustainability strategies and projects.

The ESG Committee currently comprises six members, including one Independent Non-executive Director, being Dr. FU Tingmei (chairman), together with other management members and heads of relevant departments, namely, Mr. WANG Junhong, Ms. ZHAO Tong, Ms. FENG Zheng Yao Helen, Mr. WONG George Ka Kui, and Ms. DAI Yu Hong Daisy. On 5 March 2022 and 8 September 2022, Ms. CHAN Man Lin Juenn and Mr. NG Chi To Graham ceased to be a member of the ESG Committee, respectively. The ESG Committee is a functional committee established by the Board and assists the Board to oversee matters relating to sustainability development and ESG (including climate change issues) of the Group, covering governance, policies, objectives and strategy, performance and reporting, and reports to the Board regularly. [...] The major work performed by the ESG Committee during the year included: (a) recommended to the Board for the adoption of Climate Change Policy; (b) recommended to the Board for the nomination of ESG Committee members and approved the new ESG governance structure taking into the considerations of the personnel experience and qualifications; (c) scrutinized the performance of Low-carbon Office Functional Division, ESG Disclosure Functional Division and Sustainable Finance Functional Division and considered the adequacy of their resources (such as training and budget); (d) approved the environmental targets and plans for ensuing year; (e) approved the community investment plans and budgets for ensuing year; (f) considered and confirmed the stakeholder materiality assessment results, and monitored the ESG-related trends and issues in understanding emerging ESG matters that affected or may affect the Group's operations and made recommendations to the Board on areas for improvement; and (g) endorsed the ESG report for 2021.