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KAISA GROUP HOLDINGS LIMITED

佳兆業集團控股有限公司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1638)

(the “Company”)

Audit Committee - Terms of Reference

1.    Members

1.1  The audit committee of the Company (the “Audit Committee”) should be established by the board of directors of the Company (the “Board”) and it should comprise a minimum of three members.

1.2  The Audit Committee should comprise non-executive directors only. The majority of the Audit Committee members must be independent non-executive directors of the Company, and at least one of whom is an independent non-executive director with appropriate professional qualifications or accounting or related financial management expertise.

1.3  The Audit Committee must be chaired by an independent non-executive director and appointed by the Board.

1.4  If the Audit Committee comprises a non-executive director, a former partner of the Company’s existing auditing firm should be prohibited from acting as a member of its Audit Committee for a period of one year from the date of his/her ceasing (a) to be a partner of the firm; or (b) to have any financial interest in the firm, whichever is the later.

1.5  The terms of appointment of the Audit Committee members should be determined by the Board at the appointment date.

2.    Secretary

2.1  The company secretary of the Company shall act as the secretary of the Audit Committee.

2.2  The Audit Committee may from time to time, appoint any other person with appropriate qualification and experience to act as the secretary of the Audit Committee.

3.    Meetings

3.1  The Audit Committee should meet at least twice a year. The external auditors of the Company can call for a meeting if necessary.

3.2  Notice of at least 14 days should be given for any meeting, unless such notification is waived by all members of the Audit Committee. Notwithstanding the notification period, the attendance of the members of the Audit Committee at the meeting would be deemed to be treated as the waiver of the required notification requirement. If the follow-up meeting takes place within 14 days after the meeting, then no notification is required for such follow-up meeting.

3.3  The quorum necessary for the transaction of business of the Audit Committee shall be two members of the Audit Committee, one of whom must be an independent non-executive director.

3.4  Meeting can be attended in person or via electronic means including telephone or videoconferencing. The members of the Audit Committee can attend the meeting via telephone or any similar communication device (all persons attending such meeting should be able to hear from such member via such communication device).

3.5  Resolutions of the Audit Committee should be passed by more than half of its members.

3.6  A resolution passed and signed by all members of the Audit Committee is valid, and the validity is the same as any resolution passed in the meeting held.

3.7 Full minutes of Audit Committee meeting should be kept by a duly appointed secretary of the Audit Committee. Draft and final versions of minutes of the meeting should 

佳兆业集团控股有限公司

KAISA GROUP HOLDINGS LTD.

(Incorporated in the Cayman Islands with limited liability)

Summary of terms of reference of the Remuneration Committee

The Remuneration Committee

The board of directors (the “Board”) of KAISA GROUP HOLDINGS LTD. (the “Company”) has established a committee of the Board known as the remuneration committee (the “Remuneration Committee”), a summary of its constitution and particular duties are set out below:

1. Membership

1.1 The Remuneration Committee shall be appointed by the Board and should comprise a minimum of three members (the “Members”).

1.2 The majority of Members shall be independent non-executive directors of the Company.

1.3 The Board shall appoint the chairman of the Remuneration Committee (the “Chairman”).

The Chairman must be an independent non-executive of the Company.

1.4 The term of each appointment to the Remuneration Committee shall be determined by the Board upon appointment.

2. Secretary

2.1 The Company Secretary shall be the secretary of the Remuneration Committee.

2.2 The Remuneration Committee may from time to time appoint another secretary with appropriate qualification and experience.

3. Meetings

3.1 The Remuneration Committee shall meet at least once a year.

3.2 Unless otherwise agreed, notice of each meeting confirming the venue, time and date shall be

sent to each Member, and to any other person required to attend in relation to all regular meetings of the Remuneration Committee, at least 14 days before the date of the meeting; and in relation to continued meetings held within 14 days, no prior notice is required.

3.3 The quorum of the meetings of the Remuneration Committee shall be two Members, one of them should be an independent non-executive director of the Company.

3.4 The Members may attend meetings either in person, by telephone or through other electronic means of communication (which are available to all attended parties).

3.5 Resolutions of the Remuneration Committee shall be passed with a majority of votes.

3.6 Resolutions signed by all Members will be treated valid as if it is passed in the meeting held by the Remuneration Committee.

3.7 Full minutes of the meetings of the Remuneration Committee shall be kept by the secretary of the Remuneration Committee and shall be available for inspection by any Member and/or any director of the Company at any reasonable time on reasonable notice. Draft and final versions of minutes of the meetings of the Remuneration Committee shall be sent to all Members for their comments and records respectively, in both cases within a reasonable time after the meeting. Once they are agreed, the secretary of the Remuneration Committee shall circulate the minutes and reports of the Remuneration Committee to all members of the Board.

4. Attendance of Meetings

4.1 Upon invitation by the Remuneration Committee, the chairman of the Board and/or the general manager or the chief executive officer, external consultant and other Board members may attend all or any of the meetings.

4.2 Only the Members shall have the voting powers.

5. Annual general meetings

5.1 The Chairman shall endeavour to attend the annual general meetings of the Company and be

prepared to respond to any questions raised by the shareholders of the Company (the “Shareholders”) on the Remuneration Committee"s activities. If the Chairman is unable to attend, a Member (who must be an independent non-executive dire

佳兆业集团控股有限公司

KAISA GROUP HOLDINGS LTD.

(Incorporated in the Cayman Islands with limited liability)

Summary of terms of reference of the Nomination Committee

The Nomination Committee

The board of directors (the “Board”) of KAISA GROUP HOLDINGS LTD. (the “Company”) has established a committee of the Board known as the nomination committee (the “Nomination Committee”), a summary of its constitution and particular duties are set out below:

1. Membership

1.1. The members of the Nomination Committee shall be appointed by the Board from amongst the directors of the Company and should comprise a minimum of three members (the “Members”), the majority of which shall be independent non-executive directors of the Company.

1.2. The chairman of the Nomination Committee shall be appointed by the Board. The Chairman must be the chairman of the Board or an independent non-executive director of the Company.

1.3. The term of each appointment to the Members shall be determined by the Board upon appointment.

2. Secretary

2.1 The company secretary of the Company shall be the secretary of the Nomination Committee.

2.2 The Nomination Committee may from time to time appoint another secretary with appropriate qualification and experience.

3. Attendance at meetings

3.1 The Nomination Committee shall meet at least once a year.

3.2 Unless otherwise agreed, notice of each meeting confirming the venue, time and date shall be sent to each Member, and to any other person required to attend in relation to all regular meetings of the Nomination Committee, at least 14 days before the date of the meeting; and in relation to continued meetings held within 14 days, no prior notice is required.

3.3 The quorum of the meetings of the Nomination Committee shall be two Members, one of them should be an independent non-executive director of the Company.

3.4 The Members may attend meetings either in person, by telephone or through other electronic means of communication (which are available to all attended parties).

3.5 Resolutions of the Nomination Committee shall be passed with a majority of votes.

3.6 Resolutions signed by all Members will be treated valid as if it is passed in the meeting held by the Nomination Committee.

3.7 Full minutes of the meetings of the Nomination Committee shall be kept by the secretary of the Nomination Committee and shall be available for inspection by any Member and/or any director of the Company at any reasonable time on reasonable notice. Draft and final versions of minutes of the meetings of the Nomination Committee shall be sent to all Members for their comments and records within a reasonable time after the meeting. Once they are agreed, the secretary of the Nomination Committee shall circulate the minutes and reports of the Nomination Committee to all members of the Board.

4. Attendance of meetings

4.1 Upon invitation by the Nomination Committee, the chairman of the Board and/or the general manager or the chief executive officer, human resources manager, external consultant and other Board members may attend all or any of the meetings.

4.2 Only the Members shall have the voting powers.

5. Annual general meetings

5.1 The Chairman shall endeavour to attend the annual general meetings of the Company and be prepared to respond to any questions raised by the shareholders of the Company (the “Shareholders”) on the Nomination Com