This Board Diversity Policy sets out the policy and framework for promoting diversity on the Board of Directors (“Board”) of Zixin Group Holdings Limited (the “Board”).

2.1

The Company recognises and embraces the importance and benefits of having a diverse Board to better support the Company's strategic objectives for sustainable development. When a Board is diverse, its decision-making process will consider a broader range of relevant factors as to what choices will be in the best interest of the Company and the shareholders.

2.2

The basis from which these perspectives will be drawn include important factors such as varying skillsets, business experience, industry expertise, gender, age, cultural background, geographical background and nationality, tenure of service, overall suitability and other relevant distinguishing qualities (the “Diversity Factors”). The Board and Nominating Committee of the Company (the “NC”) are aware that the Diversity Factors (or the particular importance of any one factor) may change from time to time depending on the needs of the Company.

2.3

The Board and the NC continuously monitor and assess the Board’s composition, having regard to the Diversity Factors, the core competencies of the Directors as a whole, and the scope and nature of the operations and requirements of the business.

2.4

In making a recommendation for the appointment of new Directors, the NC reviews the size and composition of the Board to ensure that the size of the Board is conducive to effective discussion and decision-making and that the Board has the appropriate mix of expertise, skill, knowledge, experience and diversity, and collectively possess the necessary core competencies for the effective functioning of and informed decision-making in the Company.

2.5

If necessary, the NC will seek assistance from external search consultants for the selection of potential candidates that fit the criteria set by the NC for diverse, experienced and reputable candidates.

3.1

All appointments to the Board are based on merit and suitability.The NC will consider such suitability in the context of the skills, experience, independence and knowledge which the Board as a whole requires to be effective.

3.2

The NC is responsible for ensuring that boardroom diversity objectives are adopted in an effective and practical manner in Board recruitment, Board performance evaluation and succession planning processes.

3.3

The NC is responsible for defining and setting the relevant measurable objectives for promoting and achieving diversity on the Board, and to make its recommendations for consideration and approval by the Board.

3.4

As gender is an important aspect of diversity, the NC will strive to ensure that:

1. if external search consultants are used to search for candidates for Board appointments, the brief will include a requirement to also present female candidates;
2. when seeking to identify a new Director for appointment to the Board, the NC will request for female candidates to be fielded for consideration; and
3. female representation on the Board be continually improved over time based on the set targets of the Board.

3.5

On balance, the final decision on selection of Directors will be based on merit against an objective criteria that complements and expands the skills, experience and overall effectiveness of the Board as a whole.

3.6

The Board shall review and assess the effectiveness of the Policy on an annual basis to ensure that the objectives of this Policy are met and remain relevant to the Company. Any changes to this Policy shall be deliberated on and approved by the Board.

4.1

The NC will monitor the implementation of this Policy and report to the Board on the process it has used in relation to Board nominations and appointments, and the progress made in achieving the measurable objectives for promoting diversity as described in this Policy.

4.2

The NC will be responsible for ensuring that this Policy is implemented in an effective and practical manner. It will report to the Board annually on the progress made towards achieving the targets set for promoting diversity as described in this Policy, and disclose this Policy in the Company’s annual report together with the following:

1. the targets set to achieve diversity;
2. the accompanying plans and timelines for achieving the targets;
3. the progress by the Company in achieving the targets within the timelines set; and
4. a description of how the combination of skills, talents, experience and diversity of its Directors serves and meets the needs of the Company.

The NC will conduct a review of this Policy on an annual basis, including as and where appropriate to ensure its suitability and effectiveness to the Company. Any revisions to this Policy shall be discussed by the NC and recommended to the Board for approval.