Code on Corporate Governance and Policies

Xiwang Property Holdings Company Limited has adopted the Code on Corporate Governance Practices (the "CG Code") as set out in Appendix 14 to the Rules governing the listing of securities on the Stock Exchange as its own code of corporate governance. The board of directors of the Company consider that the Company has complied with all the code provisions under the CG Code and a majority of the recommended best practices of the CG Code. The Board is committed to upholding the corporate governance of the Company to ensure that formal and transparent procedures are in place to protect and maximise the interests of the shareholders.

Memorandum of Association and Bye-laws of the company

Board

The Board currently comprises a combination of three executive directors, three non-executive directors and three independent non-executive directors. The Board consists of the following directors:

Executive directors

Mr. WANG Jin Tao (Chief Executive Officer)

Mr. WANG Wei Min

Non-executive directors

Mr. WANG Di (Chairman)

Mr. WANG Yong (Deputy Chairman)

Mr. SUN Xinhu

Independent non-executive directors

Mr. WONG Kai Hing

Mr. WANG An

Mr. WANG Zhen

The executive directors, with the assistance from the senior management, form the core management team of the Company. The executive directors take the overall responsibility for formulating the business strategies and development plan of the Group and the senior management are responsible for supervising and executing the plans of the Group.

List of Directors and their roles and functions

Board Diversity Policy

Audit Committee

The Company has established an audit committee with written terms of reference based upon the provisions and recommended practices of the CG Code. The primary duties of the audit committee are to review and supervise the financial reporting process and internal control systems of the Group.

Terms of Reference of the Audit Committee

Remuneration Committee

The Company established a remuneration committee with written terms of reference in compliance with the CG Code. The primary duties of the remuneration committee are to review and determine the terms of remuneration packages, bonuses and other compensation payable to the Board and senior management.

Terms of Reference of the Remuneration Committee

Nomination Committee

The Company established a nomination committee with written terms of reference in compliance with the CG Code. The primary duties of the nomination committee are to make recommendations to the Board on the nominees for appointment as directors and senior management of the Group. The selection of candidates is based on their experience and qualification. The nomination committee will then pass their recommendations to the Board for their consideration and approved of the nomination.

Terms of Reference of the Nomination Committee

Internal Control

The Board recognises its responsibility for establishing and maintaining an adequate and sound internal control system. The Group has made several improvements on the financial and management reporting system. Through regular discussion with management on operational and financial performance and potential risk areas identified, reasonable but not absolute assurance against material misstatement or loss can be attained. The Group is able to manage risks of failure in operational and financial systems and to achieve the Group's objectives.

Anti-Bribery and Corruption Policy

Whistleblowing Policy