ZONQING Environmental Limited — Remuneration Information 2021

Jan 5, 2021

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ZONBONG LANDSCAPE ENVIRONMENTAL LIMITED 中邦園林環境股份有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1855)

TERMS OF REFERENCE FOR THE REMUNERATION COMMITTEE

The remuneration committee (the “ Committee ”) of ZONBONG LANDSCAPE Environmental Limited (the “ Company ”) was established pursuant to a resolution passed by the board of directors of the Company (the “ Board ”) on 14 December 2020. Set out below are the terms of reference (the “ Terms of Reference ”) of the Committee.

1. Objective

• 1.1. The Committee is to assist the Board to oversee the remuneration packages of the Company and its subsidiaries (collectively, the “ Group ”) payable to their directors and the members of their senior management.

• 1.2. The Committee is to determine the specific remuneration packages of all executive directors and senior management of the Company and to establish a transparent procedure for developing policy on such remuneration.

2. Membership

• 2.1. The members of the Committee shall be appointed by the Board and shall consist of not less than three members, at least one of whom is an independent nonexecutive director of the Company.

• 2.2. The majority of the members of the Committee shall be independent nonexecutive directors of the Company.

• 2.3. The chairman of the Committee shall be appointed by the Board and shall be an independent non-executive director of the Company.

3. Committee Secretary

• 3.1. The company secretary of the Company (“ Company Secretary ”) or his/her delegate shall act as the secretary of the Committee.

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4. Quorum and voting

• 4.1. The quorum of the Committee’s meeting shall be two Committee members, at least one of whom shall be an independent non-executive director of the Company. Questions arising at any Committee’s meeting shall be decided by a majority of votes. In the case of equality of votes, the chairman of the meeting shall have an additional or casting vote.

5. Attendance at meetings

• 5.1. Members of the Committee may participate in any meetings of the Committee either in person or by means of a conference telephone or similar communications by which all persons participating in the meeting can hear each other.

• 5.2. The Committee may invite any executive director and/or any other person(s) to attend part or whole of its meetings as it may at its absolute discretion think as necessary. Other Board members shall also have the right to attend (but shall have no right to vote at) any of the Committee’s meetings. However, no directors or senior management of any member of the Group or any of their respective associates may attend that part of the Committee’s meeting at which any matters relating to his or her or their remuneration will be discussed and/or decided.

6. Frequency of meetings

• 6.1. The Committee will meet as and when required to discharge its responsibilities, but not less than once annually. Meetings of the Committee should be called as soon as practicable when there is a proposed change in the terms of remuneration of directors or senior management of the Group or their appointment or resignation.

7. Arrangement for and notices of meetings

• 7.1. All meetings of the Committee will be called by the secretary or the chairman of the Committee or any persons as instructed by the chairman of the Committee, or at the request of the Board.

• 7.2. Notices of at least 14 days shall be given to all members of the Committee for regular meetings of the Committee. For other meetings, reasonable notices shall be given.

• 7.3. If any member of the Committee wishes to include any matter in the agenda for a particular regular meeting of the Committee after the issue of the notice of such meeting, he or she may notify the secretary of the Committee the proposed matter(s) in writing within seven days after the notice of the regular meeting is given.

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8. Access to services of Company Secretary

• 8.1. The Committee shall be provided with sufficient resources to perform its duties. Members of the Committee shall have access to the advice and services of the Company Secretary to ensure that Committee procedures and all applicable rules and regulations are followed.

9. Minutes of meetings

• 9.1. The minutes of meetings of the Committee shall be kept by the secretary of the Committee.

• 9.2. The draft and final versions of each minutes of the meeting of the Committee shall be sent to all Committee members for their comments and records within 14 days and a reasonable time respectively after the meeting was held. Minutes of meetings of the Committee are open for inspection by any directors of the Company at the principal place of business of the Company in Hong Kong at any reasonable time after a reasonable notice has been served on the secretary of the Committee.

10. Authorities

10.1. The Committee is authorised by the Board:

• a) to be supported by the Human Resource Department of the Company and to obtain any information it requires from any employee(s) of the Company; and

• b) to obtain or retain outside legal or other professional advice at the Company’s expenses as appropriate.

11. Duties

11.1. The duties of the Committee shall be:

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

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

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• c) either: (i) to determine, with delegated responsibility, the remuneration packages of individual executive directors and senior management or (ii) to make recommendations to the Board on the remuneration packages of individual executive directors and senior management. This should include but without limitation benefits in kind, pension rights and compensation payments, including any compensation payable for loss or termination of their office or appointment;

• d) to make recommendations to the Board on the remuneration of non-executive directors;

• e) to consider salaries paid by comparable companies, time commitment and responsibilities and employment conditions elsewhere in the group;

• f) to review and approve compensation payable to executive directors and senior management 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;

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

• h) to ensure that no director or any of his associates is involved in deciding his own remuneration.

12. Reporting procedure

• 12.1. The chairman of the Committee shall report formally to the Board on the Committee’s proceedings after each meeting on all matters within its duties and responsibilities. The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its duties and responsibilities where action or improvement is needed.

• Note: if there is any inconsistency between the English and Chinese versions of this document, the English version shall prevail

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