The Bank currently has seven special committees under the Board, including a Strategy 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 Committee of the Board consists of 2 executive Directors, 3 non-executive Directors and 2 independent non-executive Directors. 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 2 independent non-executive Directors are Mr. XING Lecheng and Mr. ZHANG Xu. Mr. JING Zailun is the chairman of the committee.

The primary duties of the Strategy Committee include the following:

1. Studying and making recommendations on the Bank’s mid-to-long term development strategy;

2. Formulating the operation management goals of the Bank and supervising and inspecting the implementation of annual business and investment plan of the Bank;

3. Studying and formulating the Bank’s capital supplementary plan and its sources of capital supplementary funds according to the development goal;

4. Studying and making recommendations on the significant investment plan which required approval by the Board under the Articles of Association;

5. Considering the proposed amendments to the Articles of Association and submitting them to the Board for consideration;

6. Studying and making recommendations on other significant matters which may affect the development of the Bank;

7. Inspecting the implementation of the above matters.

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. DU Ning. Mr. ZHANG Xu is the chairman of the committee.

The primary duties of the Remuneration Committee include the following:

1. Formulating the remuneration plan, management system and structure of the Bank, and submitting them to the Board for consideration;

2. Formulating the remuneration plans and structure for Directors and senior management, formulating remuneration policies for establishing formal and transparent procedures, making recommendations to the Board and submitting them to the Board for consideration, and overseeing the implementation of the package plan; inspecting, evaluating and approving the remuneration proposals of senior management in accordance with the Bank's policies and objectives established by the Board;

3. Studying the appraisal criteria for Directors and senior management, organizing regular performance appraisal for Directors and senior management, and submitting the appraisal results to the Board;

4. Reviewing, assessing and approving the compensation payable to executive Directors and senior management arising from any loss or termination of office or appointment, and making recommendations to the Board to ensure that such compensation is consistent with the terms of the contract; in the event of any inconsistency with the terms of the contract, such compensation shall also be fair and reasonable but not excessive;

 5. Considering remunerations paid by similar city commercial banks, time commitment and responsibilities, as well as employment conditions for other positions within the Bank;

6. Reviewing, assessing and approving the compensation arrangement in connection with the dismissal or removal of Directors for their misconduct, and making recommendations to the Board to ensure that such arrangement is consistent with the terms of the contract; in the event of any inconsistency with the terms of the contract, such compensation shall also be reasonable and appropriate;

7. Ensuring that none of the Directors or any of their associates is involved in the process of finalizing their own performance appraisal and remuneration package, except for the self-assessment section in their performance appraisal.

8. Reviewing and/or approving matters in relation to share schemes as described in Chapter 17 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

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, Ms. Fang Qiaoling, Mr. ZHANG Xu and Mr. DU Ning. Mr. CHEUNG Man Chor, Elton is the chairman of the committee.

The primary duties of the Nomination Committee include the following:

1. Formulating the selection procedures, standards and training plans for the Directors and senior management, and making recommendations to the Board in respect thereof;

2. Conducting extensive searches for qualified candidates as Directors and senior management, and selecting and nominating relevant persons as Directors or providing advice to the Board in respect thereof to establish a talent pool for key positions;

3. Conducting preliminary review of the qualifications and credentials of candidates as Directors and senior management, and making recommendations to the Board in respect thereof;

4. Reviewing and evaluating the structure, number, size and composition (including the skills, knowledge and experience) of the Board according to the Bank’s business activities, the scale of assets and the shareholding structure at least annually, and making recommendations to the Board in respect of any proposed changes to the Board in alignment with the Bank's strategy;

5. Assessing the independence of independent Directors;

6. Formulating and reviewing, where appropriate, policies on Board diversity, and disclosing relevant policies or policy summaries in the Bank's corporate governance report. In consideration for the Bank's business model and specific needs, Board diversity can be achieved through comprehensive consideration of various factors, including (but not limited to) gender, age, cultural and educational background or professional experience.

Related Party Transactions Control Committee of the Board consists of 2 executive Directors and 4 independent non-executive Directors. The 2 executive Directors are Ms. CHEN Shuang and Mr. LIU Peng. The 4 independent non-executive Directors are Ms. FANG Qiaoling, Mr. XING Lecheng, Mr. ZHANG Xu and Mr. DU Ning. Mr. XING Lecheng is the chairman of the committee.

The primary duties of the Related Party Transactions Control Committee include the following:

1. Identifying the related parties of the Bank in accordance with relevant laws and regulations, and collecting and organizing the list and information of related parties;

2. Reviewing and approving the related party transactions within the scope of the authority granted by the Board of Directors, reviewing the related party transactions that required the submission to the Board of Directors and shareholders’ general meeting for consideration and approval, and reporting the same to the Board of Directors;

3. Inspecting and supervising the control over the Bank’s related party transactions and the implementation of the Bank’s related party transaction control system by the Directors, senior management and related parties of the Bank, and reporting the same to the Board.

Audit Committee of the Board consists of two non-executive Directors and four independent non-executive Directors. The two non-executive Directors are Ms. TAN Lixia and Mr. Deng Youcheng . The four independent non-executive Directors are  Ms. FANG Qiaoling, Mr. XING Lecheng, Mr. ZHANG Xu and Mr. CHEUNG Man Chor, Elton. Ms. FANG Qiaoling 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 primary duties of the Audit Committee include the following:

1. Proposing the engagement or replacement of the external auditors which undertakes regular statutory audit on the Bank's financial reports, approving the remuneration and terms of engagement of the external auditor, and dealing with any questions of its resignation or dismissal; acting as the key representative body for overseeing the Bank’s relations with the external auditor;

2. Reviewing and monitoring the external auditor’s independence, objectivity and effectiveness of the audit process in accordance with applicable standards. The Audit Committee shall discuss with the external auditors on the nature, scope of the audit and reporting obligations before the audit commences;

3. Developing and implementing the policy on engaging an external auditor to supply non-audit services. The Audit Committee shall report to the Board and make recommendations on any matters where actions or improvements are needed;

4. Supervising the Bank’s internal audit system and its implementation;

5. Taking charge of the communication between senior management, the internal and external auditors to ensure coordination of their work and to ensure that the internal audit function is adequately resourced and has appropriate standing within the Bank, and reviewing and monitoring its effectiveness;

6. Inspecting and supervising the Bank's financial controls, accounting policies and practices, financial positions, financial reporting procedures, internal control systems and compliance;

7. Taking charge of the Bank’s annual auditing, and preparing and submitting reports regarding the authenticity, accuracy, completeness and timeliness of the audited financial information to the Board for consideration. The Audit Committee shall focus on significant accounting and audit issues in the Bank's financial and accounting report, with particular attention to the possibility of fraud, malpractice and material misstatement relating to financial accounting report, and supervising the rectification of the issues of financial accounting report;

8. Reviewing the internal control system of the Bank, discussing the internal control system with the senior management to ensure that senior management has performed its duty to have an effective internal control system, and evaluating the procedure and effectiveness of the internal audit department of the Bank. The discussion should include the adequacy of resources, staff qualification and experience, training programmes and budget of the Bank’s accounting, internal audit and financial reporting functions. At the same time, inspecting and supervising the following special matters annually:

 (1) The scope of the senior management’s on-going monitoring of internal control system;

 (2) The extent and frequency of communication of monitoring results to the Board which enables it to assess and review the effectiveness of monitoring situation of the Bank;

 (3) Significant control failings or weaknesses that have been identified during the period. Also, the extent to which they have resulted in unforeseen outcomes or contingencies that have had, could have had, or may in the future have, a material impact on the Bank’s financial performance or condition; and

 (4) The effectiveness of the Bank’s processes for financial reporting and compliance with requirements of the securities regulatory authorities and stock exchange at the place where the Bank’s shares are listed;

9. Considering major investigation findings on internal control matters as delegated by the Board or on its own initiative and senior management’s response to these findings;

10. Reviewing the external auditor’s letter to senior management regarding matters involved in the audit, any material queries raised by the external auditor to senior management about accounting records, financial accounts or systems of control and the senior management’s response;

11. Ensuring that the Board will provide a timely response to the issues raised in the external auditor’s letter to senior management regarding matters involved in the audit;

12. Reviewing the annual budget, final accounts and any significant changes and adjustments in the course of implementation, and submitting its findings to the Board for consideration;

13. Reviewing the profit distribution policy and annual profit distribution plans, and submitting its findings to the Board for consideration;

14. Monitoring integrity of the Bank’s financial statements, annual report and accounts, half-year report and, if prepared for publication, quarterly reports, and reviewing significant financial reporting judgements contained in them. In reviewing these statements and reports before submission to the Board, the Committee should focus particularly on:

 (1) Any changes in accounting policies and practices;

(2) Major judgement area;

 (3) Significant adjustments resulting from audit;

 (4) The going concern assumptions and any qualifications;

 (5) Compliance with accounting standards; and

 (6) Compliance with relevant requirements of the securities regulatory authorities and stock exchange at the place where the Bank’s shares are listed and legal requirements in relation to financial reporting;

15. Regarding 14 above:

 (1) Members of the Committee shall liaise with the Board and senior management and the Committee must meet, at least twice (2) a year, with the Bank’s external auditors; and

 (2) The Committee should consider any significant or unusual items that are, or may need to be, reflected in the report and accounts, it should give due consideration to any matters that have been raised by the Bank’s staff responsible for the accounting and financial reporting function or compliance officer;

16. Reviewing and assessing arrangements employees of the Bank can use, in confidence, to raise concerns about possible improprieties in financial reporting, internal control or other matters. The Audit Committee should ensure that proper arrangements are in place for fair and independent investigation of these matters and for appropriate follow-up action by the Bank;

17. Reporting to the Board on the matters in these Terms of Reference;

18. Considering other topics, as defined by the Board.

Risk Management and Consumer Rights Protection Committee of the Board consists of 2 executive Directors, two non-executive Directors and three independent non-executive Directors. The 2 executive Director are Mr. WU Xianming and Mr. LIU Peng. The two non-executive Directors are Ms. TAN Lixia and Mr. Marco MUSSITA. The three independent non-executive Directors are Ms.FANG Qiaoling, Mr.XING Lecheng and Mr. ZHANG Xu. Mr. WU Xianming is the chairman of the committee.

The primary duties of the Risk Management and Consumer Rights Protection Committee include the following:

1. Supervising the risk control condition conducted by the senior management of the Bank in credit, marketing, liquidity, operation, compliance, information technology and reputation, and conducting regular reviews of the risk reports;

2. Evaluating the Bank’s risk management policy, condition, ability and level regularly;

3. Continuously supervising the risk management system and internal control system of the Bank, and making suggestions on the improvement of our risk management and internal control;

4. Deciding on the strategy of overall risk management, confirming the overall risk limits and formulating suitable risk management procedure and measures;

5. Formulating the Bank’s strategy, policy and target in protecting consumers’ rights, studying major problems and important policies of consumer rights protection, convening meetings regularly to listen to the senior management’s special report on protection of consumers’ rights regularly, and submitting the reports to the Board for consideration;

6. Guiding and supervising the establishment and refinement of the management system for the protection of consumer rights, and ensuring that the provisions of relevant regulations are compatible with the Bank’s corporate governance, corporate culture building and business development strategy;

7. Supervising 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. Ensuring that the effectiveness of the Bank’s risk management system is inspected and evaluated at least annually, and assisting the Board in reporting the completed inspections and evaluations to shareholders in relevant reports, among which, the following special matters shall be inspected and evaluated on an annual basis:

 (1) the changes, since last annual review and evaluation, in the nature and extent of significant risks and the Bank’s ability to respond to changes in its business and the external environment;

 (2) the scope and quality of senior management’s ongoing monitoring of risks;

 (3) the extent and frequency of communication of monitoring results to the Board to facilitate the Board’s evaluation and review on the effectiveness of the Bank's risk management; and

 (4) significant risk management failures or weaknesses that have been identified during the period, and the extent to which they have resulted in unforeseen outcomes or contingencies, which have had, could have had, or may in the future have, a material impact on the Bank’s financial performance or condition;

10. Conducting researches on key findings on risk management matters on its own initiative or as delegated by the Board and senior management's response to these findings.

Network Security and Information Technology Committee of the Board consists of 3 executive Directors, 2 non-executive Directors and an independent non-executive Director. 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. Marco MUSSITA. The one independent non-executive Director is Mr. DU Ning. Mr. DU Ning is the chairman of the committee.

The primary duties of the Network Security and Information Technology Committee include the following:

1. Studying and formulating the strategy of network security and information technology of the Bank, and submitting the strategy to the Board for consideration;

2. Regularly appraising the overall results of the work of information technology of the Bank, and the implementation progress of network security planning, information technology strategy and its material projects;

3. Instructing and supervising the network security monitoring and disposal, development and governance of the work of information technology in senior management and relevant management departments, and conducting information technology risk identification, measurement and control;

4. Listening to or reviewing the information technology risk management report, network security working report, business continuity management report, and special auditor’s report on information technology of the Bank, and making suggestions.