Basetrophy Group Holdings Limited — Remuneration Information 2017

Jun 26, 2017

These Procedures are prepared in English. In the event that there is any discrepancy or inconsistency between the English version and the Chinese version, the English version shall prevail.

Basetrophy Group Holdings Limited 基地錦標集團控股有限公司

(incorporated in the Cayman Islands with limited liability) (the “Company”)

REMUNERATION COMMITTEE – TERMS OF REFERENCE

Constitution

1. The board (the “ Board ”) of directors (the “ Directors ”) of our Company has resolved the establishment of the remuneration committee (the “ Committee ”) on 7 June 2017.

Membership

1. The members shall be appointed by the Board from amongst the executive, non-executive and independent non-executive Directors of the Company and shall consist of not less than three members, a majority of whom should be independent non-executive Directors of the Company. Two members shall form a quorum. The constitution of the Committee shall comply with the requirements of the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the ‘‘ GEM Listing Rules ’’) from time to time.

2. The chairperson of the Committee shall be appointed by the Board and should be an independent non-executive Director and in his/her absence, members present may elect any member to chair the Committee meeting.

Attendance at meetings

1. Only members of the Committee have the right to attend the Committee meetings. However, other individuals such as other Directors, the head human resources and relevant senior manager may be invited to attend for all or part of any meeting, as and when appropriate. The company secretary of the Company or his/her representative shall be the secretary of the Committee (the " Secretary "). The Committee may from time to time appoint any other person with appropriate qualification and experience as the Secretary.

Frequency and procedure of meetings

1. Meetings shall be held at least once a year or as requested by the Board or the chair of the Committee to consider and review the remuneration policies of the Company and make recommendations to the Board. The members may adopt from time to time the procedure governing the convening of the Committee meetings, the means and procedure for the passing of resolutions at meetings of the Committee.

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Authority

6.	The Committee should consult the chairman of the Board and/or the chief	CGC B.1.4
	executive officer (if any) about their proposals relating to the remuneration of
	other executive Directors and senior management.
7.	The Committee is authorised by the Board to deal with any activity within its
	terms of reference. It is authorised by the Board to seek any information it	CGC B.1.1
	requires from any employee and all employees are directed to co-operate with
	any request made by the Committee.
8.	The Committee is authorised by the Board to obtain outside legal or other	CGC B.1.1
	independent professional advice and to secure the attendance of outsiders with
	relevant experience and expertise if it considers this necessary.
9.	The Committee may, from time to time, seek advice from the special
	personnel consulting groups so as to ensure that the Board remains informed
	of market trends and practices.
10.	Where the Board resolves to approve any remuneration or compensation	CGC B.1.6
	arrangements with which the Committee disagrees, the Board shall disclose
	the reasons for its resolution in its next corporate governance report.
Duties
11.	The duties of the Committee shall be:
	(a)to make recommendations to the Board on the Company's policy and	CGC B.1.2.(a)
	structure for all Directors’ and senior management of the Company’s
	(the “Senior Management”) remuneration and on the establishment of
	a formal and transparent procedure for developing policy on such
	remuneration in accordance with, among others, his/her respective
	experience, responsibilities, workload, performance and time devoted
	to the Company;
	(b)to have the delegated responsibility to determine the specific	CGC
	remuneration packages of all executive Directors and Senior	B.1.2.(c).(i)
	Management (as defined in Note to B.1.2 of the Corporate Governance
	Code, Appendix 14 to the GEM Listing Rules), including benefits in
	kind, pension rights and compensation payments, including any
	compensation payable for loss or termination of their office or
	appointment, and make recommendations to the Board on theremuneration packages of all executive Directors and Senior	CGCB.1.2.(c).(ii)
	Management;
	(c)to make recommendations to the Board on the remuneration of non-	CGC B.1.2.(d)
	executive Directors;
		CGC B.1.2.(b)

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• (d) to review and approve management’s remuneration by reference to corporate goals and objectives resolved by the Board from time to time;

• (e) to review and approve the remuneration payable to the executive Directors and Senior Management in connection with any loss or termination of their office or appointment to ensure that such remuneration is determined in accordance with relevant contractual terms and that such remuneration is otherwise fair and not excessive for the Company;

• (f) to review and approve compensation arrangements relating to dismissal or removal of Directors for misconduct to ensure that such arrangements are determined in accordance with relevant contractual terms and that any remuneration payment is otherwise reasonable and appropriate;

• (g) to ensure that no Director or any of his/her associates (as defined in the GEM Listing Rules) is involved in deciding his/her own remuneration; and

CGC B.1.2.(f)

CGC B.1.2.(g)

CGC B.1.2.(h)

• (h) with respect to any service contracts of Directors that require the Shareholders' approval under Rule 13.68 of the GEM Listing Rules, to advise the Shareholders as to whether the terms are fair and reasonable, whether such contracts are in the interests of the Company and its Shareholders as a whole, and as to how to vote.

1. In determining any specific package, the Committee shall take into account factors such as salaries paid by comparable companies, time commitment, responsibilities, employment conditions elsewhere in the Company and its subsidiaries (the “ Group ”).

CGC B.1.2.(e)

Other procedures

1. The chair of the Committee, in consultation with the Secretary, should be primarily responsible for drawing up and approving the agenda for each Committee meeting. The chair of the Committee, with the assistance of the Secretary, shall ensure that all members shall have sufficient information in a timely manner to enable effective discussion at the Committee meeting and be briefed on the issues arising at each Committee meeting at least 3 days before the intended date of a meeting (or other period agreed by the Committee). The Secretary shall record minutes of all duly constituted meetings of the Committee. All minutes shall record in sufficient detail the matters considered, decisions reached or recommendations made and any concerns raised by any member including dissenting views of any member. The Secretary shall circulate the draft and final versions of the minutes of meetings and reports of the Committee to all members for comments and records within a reasonable time after each meeting. The Secretary shall maintain as part of the Company's corporate records all approved minutes of the Committee meetings and reports, which should be open for inspection at any reasonable time on reasonable notice by any Director. The chair of the Committee shall report at the

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forthcoming regular board meeting any key decisions made and shall table before the Board an index of meetings and issues discussed.

1. Unless otherwise defined, terms and expressions used herein shall have the same meanings as defined in the Corporate Governance Practice Manual of the Company.

2. This terms of reference has been prepared in English and Chinese, and both versions possess equal status and have the same effect.

Publication of the terms of reference

1. The terms of reference of the Committee will be posted on the websites of the Company and the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited, and will be made available upon request.

CGC B.1.3

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