Yixin Group Limited
(incorporated in the Cayman Islands with limited liability and
carrying on business in Hong Kong as "Yixin Automotive Technology Group Limited")

Corporate Governance              

BOARD OF DIRECTORS

• List of Directors and their Role and Function
• Procedures for Shareholders to Propose a Person for Election as a Director of the Company

COMMITTEES

• Audit Committee
  We have established an audit committee in compliance with Rule 3.21 of the Listing Rules and the Corporate Governance Code set out in Appendix 14 to the Listing Rules. The primary duties of the audit committee are to review and supervise the financial reporting process and internal controls system of the Group, review and approve connected transactions and to advise the Board. The audit committee comprises three independent non-executive Directors, namely Mr. Chester Tun Ho Kwok, Mr. Tin Fan Yuen and Ms. Lily Li Dong. Mr. Chester Tun Ho Kwok, being the chairman of the committee, is appropriately qualified as required under Rules 3.10(2) and 3.21 of the Listing Rules.

  Mr. Chester Tun Ho Kwok (Chairman)
  Mr. Tin Fan Yuen
  Ms. Lily Li Dong
  
  Terms of Reference

• Remuneration Committee
  We have established a remuneration committee in compliance with Rule 3.25 of the Listing Rules and the Corporate Governance Code set out in Appendix 14 to the Listing Rules. The primary duties of the remuneration committee are to review and make recommendations to the Board regarding the terms of remuneration packages, bonuses and other compensation payable to our Directors and senior management. The remuneration committee comprises one executive Director, namely Mr. Andy Xuan Zhang, and two independent non-executive Directors, namely Mr. Tin Fan Yuen and Ms. Lily Li Dong. Mr. Tin Fan Yuen is the chairman of the committee.

  Mr. Tin Fan Yuen (Chairman)
  Mr. Andy Xuan Zhang
  Ms. Lily Li Dong
  
  Terms of Reference

• Nomination Committee
  We have established a nomination committee in compliance with the Corporate Governance Code set out in Appendix 14 to the Listing Rules. The primary duties of the nomination committee are to make recommendations to our Board regarding the appointment of Directors and Board succession. The nomination committee comprises one executive Director, namely Mr. Andy Xuan Zhang, and two independent non-executive Directors, namely Mr. Chester Tun Ho Kwok and Ms. Lily Li Dong. Mr. Andy Xuan Zhang is the chairman of the committee.

  Mr. Andy Xuan Zhang (Chairman)
  Mr. Chester Tun Ho Kwok
  Ms. Lily Li Dong
  
  Terms of Reference
  Board Diversity Policy
  Nomination Policy

• Environmental, Social and Governance Committee
  We have established an environmental, social and governance committee. The primary duties of the environmental, social and governance committee are to review and monitor the Group's environmental, social responsibility and corporate governance policies and practices to ensure compliance with the relevant legal and regulatory requirements, monitor and respond to emerging environmental, social responsibility and corporate governance issues and make recommendations to the Board where appropriate to improve the Group's environmental, social responsibility and corporate governance performance. The environmental, social and governance committee comprises a minimum of three members consisting of the chairman of the Board and the Company's Chief Executive, namely Mr. Andy Xuan Zhang. Mr. Andy Xuan Zhang is the chairman of the committee.

  Mr. Andy Xuan Zhang (Chairman)
  Mr. Dong Jiang
  Mr. Xiao Guang Yang
  
  Terms of Reference
  

• Executive Committee
  We have established an executive committee. The primary duties of the executive committee are to provide day-to-day management of the Group and to exercise the functions and responsibilities of the Board between regular board meetings of the Company. The executive committee comprises a minimum of three members consisting of the chairman of the Board and the Company's Chief Executive, namely Mr. Andy Xuan Zhang. Mr. Andy Xuan Zhang is the chairman of the committee.

  Mr. Andy Xuan Zhang (Chairman)
  Mr. Dong Jiang
  Mr. Xiao Guang Yang
  
  Terms of Reference
  

Others

• Amended and Restated Memorandum and Articles of Association
• Exclusive Option Agreement
• Exclusive Business Cooperation Agreement
• Equity Interest Pledge Agreement
• Power of Attorney
• New Exclusive Option Agreement
• New Exclusive Business Cooperation Agreement
• New Equity Interest Pledge Agreement
• New Power of Attorney
• Shareholders' Communication Policy
• Arrangement of Corporate Communications to Shareholders
• Arrangement of Electronic Dissemination of Corporate Communications

updated 12th August, 2024

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