Hainan Meilan International Airport Company Limited
Scope of Responsibility of Remuneration Committee

According to the relevant articles of Appendix 14 (Code of Corporate Governance Practice) of the Listing Rules of Hong Kong Stock Exchange Company Limited, Hainan Meilan International Airport Co., Ltd ( hereinafter referred to as “HMIA”) constitute the scope of responsibilities of Remuneration Committee as below:
Article 1 Composition
1.1 the Remuneration Committee of Hainan Meilan International Airport Co., Ltd shall be a subsidiary organization to the board of directors, and composed of three directors, two of whom are independent non-executive directors with the chairman being independent non-executive director.
Article 2 Scope of Responsibilities
2.1 The Remuneration Committee shall consult the Chairman and/or administrative President over the proposals on the remuneration of other executive directors, or refer to professional opinions if necessary.
2.2 The Remuneration Committee shall propose to the board of directors on the establishment of the remuneration policies with the policy and structure applied on the directors and senior management staff, and the establishment of a standardized and transparent procedure.
2.3 The Remuneration Committee shall, with the authorization of the board of directors, formulate certain remuneration treatment for all executive directors and senior management staff including non-monetary interests, pension rights and compensation amount (including compensation for removal or termination of post or appointment), as well as proposing to the board of directors on the remunerations of non-executive directors. The Remuneration Committee shall consider factors including remunerations paid by similar companies, time directors spend and director responsibilities, remuneration treatment for other posts in the group and whether remunerations are paid according to their performance..
2.4 The Remuneration Committee shall, referring to the corporate mission approved by the board of directors from time to time, review and approve remunerations determined according to the performance.
2.5 The Remuneration Committee shall review and approve the payment of compensation relating to removal from or termination of post or appointment, in order to ensure that the compensation are in compliance with relevant agreement. Where compensation fails to comply with relevant agreements, the compensation shall still be fair and reasonable and shall not cause excessive burden to the issuer.
2.6 The Remuneration Committee shall review and approve compensation arrangement relating to the dismissal or removal from directors due to inappropriate behavior, in order to ensure that the arrangements are in compliance with the terms of relevant agreements. Where compensation fails to comply with relevant agreements, the compensation shall still be fair and reasonable.
2.7 The Remuneration Committee shall ensure that directors and their linkmen must not determine the remunerations on their own.
2.8 The Remuneration Committee shall perform other responsibilities authorized by the board of directors.
Article 3 Convening Procedures
3.1 The Remuneration Committee shall hold meetings at least once a year. The meeting shall be convened by the chairman of the Committee.
3.2 The Company secretary shall provide necessary resources for the Committee to perform its responsibilities.
3.3 The Company secretary shall be responsible for the minutes and submitting the minutes to the board of directors.