REF Holdings Limited — Remuneration Information 2017

Jun 19, 2017

REF HOLDINGS LIMITED

(“Company”)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1631)

Terms of reference - Remuneration Committee

(“Committee”)

(As adopted by the Board on 12 August 2015, and amended with effect from 20 June 2017)

Membership

1. The Committee shall consist of at least three directors with majority of independent non-executive directors appointed by the board of directors (“the Board”) from time to time.

2. The Board shall appoint one of the members as the Chairman of the Committee who shall be an independent non-executive director.

3. The company secretary of the Company or a nominee shall be the Secretary of the Committee.

Frequency and proceedings of meeting

1. The Committee should meet at least once per year. Additional meetings shall be held as the work of the Committee demands.

2. The Chairman of the Committee may convene additional meetings at his discretion.

3. The quorum of the Committee meeting shall be two members of the Committee.

4. The Committee may, from time to time, invite independent advisors to the meeting, including but not limited to external advisors or consultants, to advise its members.

5. Proceedings of meetings of the Committee shall be governed by the provisions of the Articles of Association of the Company.

Duties, powers and functions

1. The Committee shall:

2. (a) formulate remuneration policy for approval by the Board, which shall take into account factors such as salaries paid by comparable companies, time commitment, employment conditions, and responsibilities, and individual performance of the directors, senior management, and the general staff. Performance shall be measured against corporate goals and objectives resolved by the Board from time to time; and implement the remuneration policy laid down by the Board;

3. (b) without prejudice to the generality of the foregoing:

4. (i) establish guidelines for the recruitment of the Managing Director and senior management;

5. (ii) make recommendations to the Board on the policy and structure for the remuneration of directors and senior management and on the establishment of a formal and transparent procedure for developing remuneration policy, whilst ensuring no director or any of his associates is involved in deciding his own remuneration;

6. (iii) review and approve the management’s remuneration proposals with reference to the Board’s corporate goals and objectives;

7. (iv) determine the remuneration packages of directors and senior management, including benefits in kind, pension right, compensation payment (including compensation for loss or termination of office or appointment etc). The Chairman and/or the Managing Director shall be consulted respectively about their proposals relating to the remuneration of the Managing Director and/or senior management, as the case may be;

8. (v) make recommendations to the Board on the remuneration of nonexecutive directors;

9. (vi) review and approve the compensation payables/arrangements in connection with any loss or termination of their office or appointment, or dismissal or removal for misconduct to directors and senior management to ensure that they are consistent with contractual terms and are otherwise fair and not excessive;

10. (vii) determine the criteria for assessing employee performance, which should reflect the Company’s business objectives and targets;

11. (viii) consider the annual performance bonus for Executive Directors, senior management, and the general staff, having regard to their achievements against the performance criteria by reference to market norms, and make recommendation of the Board;

12. (ix) engage such external independent professional advisors to assist and/or advise the Committee on issues as it considers necessary;

13. (x) do any such things to enable the Committee to discharge its powers and functions conferred on it by the Board; and

14. (xi) conform to any requirement, direction, and regulation that may from time to time be prescribed by the Board or contained in the constitution of the Company or imposed by legislation.

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Reporting Procedures

1. The Secretary of the Committee shall circulate the minutes of the Committee meetings, reports of the Committee and relevant information to all directors of the Company.

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