1. 1. Responsibility
　　Risk Management Committee (the “Committee”) is a standing committee under the board of directors (the “Board”) of Skyfame Realty (Holdings) Limited (the “Company”) and is set up to assist the Board in carrying out the following supervisory duties:
　　• to supervise the design, implementation and monitoring of the risk management carried out by the management; and
　　• to analyse and independently assess whether the system in managing risks is sufficient and efficient.

2. Authority
　　2.1 to require the management of the Company and its subsidiaries (the “Group”) to provide administrative support to the work of the Committee and the Committee may directly contact the Group’s senior management independently. The Committee may require any senior management or employee to attend the meeting of the Committee or to reply the questions raised by any member of the Committee promptly.
　　2.2 is authorized by the Board under the terms of reference to assess the risk management system of the Group with the co-operation of all managerial staff and shall report and make recommendations to the Board of its findings of any material risk or deficiency in risk management system.
　　2.3 is authorized by the Board to seek legal and independent professional advice; if necessary, may invite external parties who possess relevant experience and professional knowledge to attend meeting at the expenses of the Group.

3. Composition
　　3.1 The Committee shall comprise four members including one executive director and three independent non-executive directors.
　　3.2 The Board shall appoint the chairman of the Committee who shall be an executive director and is responsible to lead the Committee and ensure that the Committee operates and discharges its duties efficiently.
　　3.3 An Operation Monitoring Unit, which is under the supervision of the Committee, is responsible to monitor the routine operations of the risk management and this task is delegated to the Risk Management Officer. The Risk Management Officer is appointed by the Board and should be equipped with the appropriate authority and necessary skills and experience. He is assisted by the Internal Audit Department in executing his duties in risk management.
　　3.4 The Company Secretary or his nominee shall act as secretary of the Committee and assist to carry out general secretarial works and communication between the Committee and the management and the Board.

4. Duties and Functions
　　4.1 to monitor and review the process of the risk management and advise to the Board about the effectiveness of and improvements to be made to the existing risk management system;
　　4.2 to provide guidelines to the management on risk management and set up procedures to unveil, assess and manage material risk factors; and ensure management discharges its responsibility to implement an effective risk management system;
　　4.3 to review the internal control policies in respect of the control procedures of risks, including the risk management and the communication and co-operation with the operating units;
　　4.4 to analyse the result of the material investigations on the risks identified and management’s feedback on the investigation; and report to the Board with the findings of deficiencies of the existing risk controls and make recommendations on improvements;
　　4.5 to ensure the risk management is embedded in the structure and culture of the management team within the Group; and
　　4.6 to review and report annually to the Board the effectiveness of the risk management system.

5. Meeting
　　5.1 The Committee shall convene meeting on regular basis for at least once a year and report to the Board after its meeting.
　　5.2 The procedure for convening meeting of the Committee shall follow the procedures for convening meeting of the Board as stipulated in the Bye-Laws of the Company.
　　5.3 The meeting will be seated by the Risk Management Officer. The Chief Internal Auditor will be invited to attend the meeting when required.
　　5.4 The Company Secretary shall assist the Committee to convene meeting and to file minutes of the meeting.

6. Annual Assessment
　　6.1 The Committee shall do a self-assessment of its operating procedures and effectiveness and report to the Board at least once a year. The Board shall appraise the performance of the Committee and then revert with recommendations to the Committee for improvement.
　　6.2 The Board shall, from time to time, assess the sustainability and effectiveness of the terms of reference of the Committee and revise the terms when appropriate.