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Board Committees

The Bank currently has seven special committees under the Board, including a Strategy and Sustainability Committee, a Remuneration Committee, a Nomination Committee, a Related Party Transactions Control Committee, an Audit Committee, a Risk Management and Consumer Rights Protection Committee, and a Network Security and Information Technology Committee.

Strategy and Sustainability Committee

Strategy and Sustainability Committee of the Board consists of 2 executive Directors, 3 non-executive Directors and an independent non-executive Director. The 2 executive Director are Mr. JING Zailun and Mr. WU Xianming. The 3 non-executive Directors are Mr. ZHOU Yunjie, Mr. Rosario STRANO and Mr. DENG Youcheng. The independent non-executive Director is Mr. DU Ning. Mr. JING Zailun is the chairman of the committee.

The major responsibilities of the Strategy and Sustainability Committee are as follows:

1. study and give suggestions on the Bank’s mid-to-long term development strategy;
2. formulate the operation target of the Bank and supervise and inspect the implementation of annual business and investment plan of the Bank;
3. study and formulate the Bank’s capital restoration plan and its sources of capital restoration funds according to the development target;
4. study and make suggestions on the significant investment plan which requires approval by the Board under
the articles of association;

5. consider the proposed amendments to the Bank's articles of association  and submit them to the Board for consideration;
6. study and make suggestions on other significant matters which may affect the development of the Bank;
7. consider the Bank’s development strategies and basic management systems in the sustainability and the environmental, social and governance (the "ESG"), review ESG-related work reports, regularly evaluate the implementation of ESG development strategies, oversee climate-related 
risks and opportunities and promote the implementation of other ESG-related work in accordance with regulatory requirements;
8. inspect the implementation of the above matters;
9. perform other duties required by the law, administrative regulations, departmental rules, regulatory documents, regulatory provisions,
the articles of association and as authorized by the Board.

Remuneration Committee

Remuneration Committee of the Board consists of an executive Director, 2 non-executive Directors and 4 independent non-executive Directors. The executive Director is Mr. JING Zailun. The 2 non-executive Directors are Mr. ZHOU Yunjie and Mr.Rosario STRANO. The 4 independent non-executive Directors are Mr. XING Lecheng, Mr. ZHANG Xu, Mr. CHEUNG Man Chor, Elton and Mr. FAN Xuejun. Mr. ZHANG Xu is the chairman of the committee.

The major responsibilities of the Remuneration Committee are as follows:

1. formulate the remuneration plan, management systems and structure of the Bank and submit the same to the Board for consideration;
2. make recommendations to the Board on the Bank's policy and structure for all directors' and senior management's remuneration, submit the recommendations to the Board for consideration and oversee the policy implementation;
3. study appraisal criteria for directors and members of senior management, to organize regular performance appraisal for directors and members of senior management, and to submit the appraisal results to the Board;
4. review and approve compensation payable to executive directors and senior management for any loss or termination of office or appointment, and make recommendations to the Board;
5. to review and approve the compensation in connection with dismissal or removal of directors for their misconduct and make recommendations to the Board;
6. ensure that no director or any of their associates is involved in deciding their own performance appraisal and remuneration, except for the self-assessment section in their performance appraisal;
7. to review and/or approve the matters relating to the Share Scheme under Chapter 17 of the Hong Kong Listing Rules;

8. perform other duties required by the law, administrative regulations, departmental rules, regulatory documents, regulatory provisions, the articles of association and as authorized by the Board.

Nomination Committee

Nomination Committee of the Board consists of 2 executive Directors, a non-executive Director and 4 independent non-executive Directors. The 2 executive Directors are Mr. JING Zailun and Mr. WU Xianming. The non-executive Director is Mr. ZHOU Yunjie. The 4 independent non-executive Directors are Mr. CHEUNG Man Chor, Elton, Mr. ZHANG Xu, Mr. DU Ning and Mr. FAN Xuejun. Mr. CHEUNG Man Chor, Elton is the chairman of the committee.

The major responsibilities of the Nomination Committee are as follows:

1. research and formulate the procedures and standards for electing the directors and senior management, and make recommendations to the Board in respect thereof;
2. identify extensively individuals suitably qualified to become directors and senior management and to establish a pool of potential candidates for key positions;
3. conduct preliminary examination of the qualifications and credentials of potential directors and senior management, and to make recommendations to the Board;
4. review the structure, size and composition (including the skills, knowledge and experience) of the Board and make recommendations to the Board according to the business activities, assets and shareholding structure of the Bank;
5. perform other duties required by the law, administrative regulations, departmental rules, regulatory documents, regulatory provisions, the articles of association and as authorized by the Board.

Related Party Transactions Control Committee

Related Party Transactions Control Committee of the Board consists of 2 executive Directors and 3 independent non-executive Directors. The 2 executive Directors are Ms. CHEN Shuang and Mr. LIU Peng. The 3 independent non-executive Directors are Mr. XING Lecheng, Mr. ZHANG Xu and Mr. FAN Xuejun. Mr. XING Lecheng is the chairman of the committee.

The major responsibilities of the Related Party Transactions Control Committee are as follows:

1. discuss and approve the related party transactions within the scope authorized by the Board; 
review the related party transactions which require discussion and approval at the Board and shareholders' meeting, and report to the Board in respect thereof;
2. inspect and supervise the Bank's control of related party transactions and the implementation of the related party transactions control systems by the Bank's directors, senior management and related parties, and report to the Board in respect thereof;
3. perform other duties required by the laws, administrative regulations, departmental rules, regulatory documents, regulatory provisions,
the articles of association and as authorized by the Board.

Audit Committee

Audit Committee of the Board consists of 2 non-executive Directors and 3 independent non-executive Directors. The two non-executive Directors are Ms. TAN Lixia and Mr. Deng Youcheng . The four independent non-executive Directors are  Mr. XING Lecheng, Mr. CHEUNG Man Chor, Elton and Mr. FAN Xuejun. Mr. FAN Xuejun is the chairman of the committee, with appropriate expertise of accounting or related financial management as required under the Rule 3.10(2) of the Hong Kong Listing Rules.

The major responsibilities of the Audit Committee are as follows:

1. inspect and supervise the financial activities of the Bank, review the Bank's financial information and its disclosure, review the accounting policies of the Bank and their implementation, supervise the financial operation, monitor the accuracy of financial accounting reports and the effectiveness of the implementation of financial accounting report procedures by the management;
2. propose to engage, renew, dismiss external auditors, taking appropriate measures to supervise the work of external auditors, reviewing the reports of external auditors, and ensuring that external auditors assume corresponding responsibilities for their audit work;
3. inspect, supervise and evaluate the Bank's internal audit work, supervise the internal audit system of the Bank and its implementation, evaluate the work procedures and work effects of the Bank’s internal audit department, participate in the performance assessment of the head of internal audit, and ensure that internal audits are adequately resourced and have appropriate standing within the Bank, coordinate the communication between the internal audit department and external auditors;
4. continuously supervise and evaluate the internal control system of the Bank and review the internal control management system of the Bank;

5. review the profit distribution policy and annual profit distribution plans, and submit its findings to the Board for consideration;
6. review and ensure that the Board of Directors will provide a timely response to the issues raised in the external auditor's management letter (or any equivalent documents), and review any major queries raised by the external auditors to senior management about accounting records, financial accounts or systems of control and senior management’s response;
7. review arrangements employees of the Bank can use, in confidence, to raise concerns about possible improprieties in financial reporting, internal control or other matters, and carry out independent and fair investigation of these matters and appropriate follow-up action;
8. supervise the performance of duties by directors and senior management members, and propose the dismissal of directors and senior management members who violate laws, regulations, the 
articles of association, or resolutions of the shareholders' meeting;
9. when the conduct of directors or senior management members damages the interests of the Bank, request that the directors or senior management members correct such conduct;
10. file lawsuits in accordance with the law against directors and senior management members who violate laws, administrative regulations, or the provisions of the 
articles of association in the performance of their duties and cause losses to the Bank;
11. propose proposals to the shareholders' meetings; propose the convening of extraordinary shareholders' meetings and, in the event that the Board fails to perform the obligations to convene and preside over the shareholders' meetings in accordance with the 
articles of association, to convene and preside over the shareholders’ meetings;
(12) perform other duties required by the laws, administrative regulations, departmental rules, regulatory documents, regulatory provisions, the 
articles of association and as authorized by the shareholders' meeting and the Board.

Risk Management and Consumer Rights Protection Committee

Risk Management and Consumer Rights Protection Committee of the Board consists of 2 executive Directors, 2 non-executive Directors and 3 independent non-executive Directors. The 2 executive Director are Mr. WU Xianming and Mr. LIU Peng. The 2 non-executive Directors are Ms. TAN Lixia and Mr.Giamberto GIRALDO. The 3 independent non-executive Directors are Mr.XING Lecheng, Mr. ZHANG Xu and Mr. DU Ning. Mr. WU Xianming is the chairman of the committee.

The major responsibilities of the Risk Management and Consumer Rights Protection Committee are as follows:

1. supervise the risk controls implemented by the Bank's senior management in areas such as credit, market, liquidity, operation, compliance, information technology and reputation, and regularly review comprehensive risk management reports;
2. review the Bank's risk management policy, condition, ability and level regularly;

3. give suggestions on improving the Bank's risk management and internal control;
4. decide on the strategy of overall risk management, confirm the overall risk limits and formulate suitable risk management procedure and measures;
5. formulate the Bank's strategy, policy and target in protecting consumers' rights, study major problems and important policies of consumer rights protection and convene meetings regularly, to listen to the senior management's special report on protection of consumers' rights regularly and submit the reports to the Board for consideration;
6. guide and supervise the establishment and refinement of the management system for the protection of consumer rights, and ensure that the provisions of relevant regulations are compatible with the Bank's corporate governance, corporate culture building and business development strategy;
7. supervise the comprehensiveness, timeliness and effectiveness of the works of senior management and department of consumer rights protection in accordance with regulatory requirements and the strategies, policies, target implementation and work performance of consumer rights protection;

8. studying annual audit reports, regulatory circulars and internal assessment results related to consumer rights protection as well as urging senior management and relevant departments to take remedy actions to the issues identified in a timely manner;
9. consider and approve the fundamental system of compliance management;
10. evaluate the effectiveness of compliance management and the standard of compliance culture construction and supervise to tackle major issues on compliance management and compliance culture construction;
11. to perform other duties required by the laws, administrative regulations, departmental rules, regulatory documents, regulatory provisions, the articles of  association and as authorized by the Board.

Network Security and Information Technology Committee

Network Security and Information Technology Committee of the Board consists of 3 executive Directors, a non-executive Director and 2 independent non-executive Directors. The 3 executive Director are Mr. JING Zailun, Mr. WU Xianming and Ms. CHEN Shuang. The 2 non-executive Directors are Ms. TAN Lixia and Mr.Giamberto GIRALDO. The independent non-executive Director is Mr. DU Ning. Mr. DU Ning is the chairman of the committee.

The major responsibilities of the Network Security and Information Technology Committee are as follows:

1. study and formulate the network security plan, IT and digital intelligence strategy of the Bank and submit the same to the Board for consideration;

2. regularly review the overall effectiveness of the operation of IT and digital intelligence of the Bank, the implementation progress of the network security plan and IT strategy and its major projects;

3. advise and supervise the monitoring and handling of network security, and the development and management of IT system by senior management and other administrative departments, and to identify, measure and control the risk of IT;

4. listen to or review the Bank's IT work report, report on Intelligent-Digital Work and IT specific audit report and make recommendations;

5. perform other duties required by the law, administrative regulations, department rules, regulatory documents, regulatory provisions, the articles of association and as authorized by the Board.

*The contents on this page is for reference only.
Bank of Qingdao reserves the right of interpretation of the above contents under applicable laws.

40066 96588

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Post Code: 266061

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40066 96588

96588@qdbankchina.com

Post Code: 266061

No.6 Qinling Road, Laoshan District,
Qingdao, Shandong 266061, PRC

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