Kaisa Group Holdings Ltd. — Remuneration Information 2012

Mar 29, 2012

佳兆业集团控股有限公司 KAISA GROUP HOLDINGS LTD.

(Incorporated in the Cayman Islands with limited liability)

Summary of terms of reference of the Remuneration Committee

The Remuneration Committee

The board of directors (the “ Board ”) of KAISA GROUP HOLDINGS LTD. (the “ Company ” ) has established a committee of the Board known as the remuneration committee (the “ Remuneration Committee ”), a summary of its constitution and particular duties are set out below:-

1. Membership

• 1.1 The Remuneration Committee shall be appointed by the Board and should comprise a minimum of three members (the “ Members ”).

• 1.2

  • The majority of Members shall be independent non-executive directors of the Company.

• 1.3 The Board shall appoint the chairman of the Remuneration Committee (the “ Chairman ”). The Chairman must be an independent non-executive of the Company.

• 1.4 The term of each appointment to the Remuneration Committee shall be determined by the Board upon appointment.

Secretary

• 2.1

  • The Company Secretary shall be the secretary of the Remuneration Committee.

• 2.2 The Remuneration Committee may from time to time appoint another secretary with appropriate qualification and experience.

Meetings

• 3.1

  • The Remuneration Committee shall meet at least once a year.

• 3.2 Unless otherwise agreed, notice of each meeting confirming the venue, time and date shall be sent to each Member, and to any other person required to attend in relation to all regular meetings of the Remuneration Committee, at least 14 days before the date of the meeting; and in relation to continued meetings held within 14 days, no prior notice is required.

• 3.3 The quorum of the meetings of the Remuneration Committee shall be two Members, one of them should be an independent non-executive director of the Company.

• 3.4 The Members may attend meetings either in person, by telephone or through other electronic means of communication (which are available to all attended parties).

• 3.5 Resolutions of the Remuneration Committee shall be passed with a majority of votes.

• 3.6 Resolutions signed by all Members will be treated valid as if it is passed in the meeting held by the Remuneration Committee.

• 3.7 Full minutes of the meetings of the Remuneration Committee shall be kept by the secretary of the Remuneration Committee and shall be available for inspection by any Member and/or any

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director of the Company at any reasonable time on reasonable notice. Draft and final versions of minutes of the meetings of the Remuneration Committee shall be sent to all Members for their comments and records respectively, in both cases within a reasonable time after the meeting. Once they are agreed, the secretary of the Remuneration Committee shall circulate the minutes and reports of the Remuneration Committee to all members of the Board.

4.

Attendance of Meetings

• 4.1 Upon invitation by the Remuneration Committee, the chairman of the Board and/or the general manager or the chief executive officer, external consultant and other Board members may attend all or any of the meetings.

• 4.2 Only the Members shall have the voting powers.

5. Annual general meetings

• 5.1 The Chairman shall endeavour to attend the annual general meetings of the Company and be prepared to respond to any questions raised by the shareholders of the Company (the “ Shareholders ”) on the Remuneration Committee's activities. If the Chairman is unable to attend, a Member (who must be an independent non-executive director) shall attend the annual general meeting of the Company. Such person shall be prepared to respond to any questions raised by the Shareholders on the Remuneration Committee's activities.

6. Duties and responsibilities

The duties and responsibilities of the Remuneration Committee shall be:

• 6.1 to make recommendations to the Board on the Company's policy and structure for all remuneration of directors and senior management of the Company and on the establishment of a formal and transparent procedure for developing remuneration policy on such remuneration;

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

• 6.3

• either:

• (a) to determine with delegated responsibility, the specific remuneration packages of individual executive directors and senior management of the Board; or

• (b) to make recommendations to the Board on the remuneration packages of individual executive directors and senior management of the Company.

This should include benefits in kind, pension rights and compensation payments, including any compensation payable for loss or termination of their office or appointment;

• 6.4 to review and approve compensation payable to executive directors and senior management of the Company 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;

• 6.5 to review and approve compensation arrangements relating to dismissal or removal of directors of the Company for misconduct to ensure that they are consistent with contractual terms and that they are otherwise reasonable and appropriate;

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• 6.6 to ensure that no director of the Company or any of his/her associates is involved in deciding his/her own remuneration;

• 6.7 to advise Shareholders on how to vote with respect to any service contracts of directors of the Company that require Shareholders' approval under Rule 13.68 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

1. Reporting responsibilities

• 7.1 After each meeting, the Remuneration Committee shall report formally to the Board on all matters within its duties and responsibilities.

1. Authority

• 8.1 The Remuneration Committee shall consult the chairman and/or the general manager or the chief executive officer of the Company about their proposals relating to the remuneration of other executive directors of the Company.

• 8.2 The Remuneration Committee is authorized by the Board when necessary to seek any remuneration information it requires from senior management of the Company to order to discharge its duties.

• 8.3 The Remuneration Committee is authorized by the Board when necessary to obtain outside legal or other independent professional advice in connection with its duties at the Company's expense.

Note: All such arrangements of obtaining outside legal or other independent professional advice may be made by the company secretary of the Company.

• 8.4 The Remuneration Committee shall have access to sufficient resources in order to perform its duties.

“Senior management” refers to the same category of persons as referred to in the Company’s annual report. It is the responsibility of the directors of the Company to determine which individual or individuals constitute senior management. Senior management may include directors of subsidiaries, heads of divisions, departments or other operating units within the group as, in the opinion of the directors, is appropriate.

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