A Living Services : TERMS OF REFERENCE OF THE RISK MANAGEMENT COMMITTEE

Chapter 1

A-LIVING SERVICES CO., LTD.*

雅居樂雅生活服務股份有限公司

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 3319)

TERMS OF REFERENCE OF THE RISK MANAGEMENT COMMITTEE

Members

Article 1 The risk management committee (the "Risk Management Committee") of ALiving Services Co., Ltd. (the "Company") should be established by the board of directors of the Company (the "Board") and it should comprise minimum of three members.

Article 2 The Risk Management Committee members (the "Member(s)") must be directors.

Article 3 The chairperson of the Risk Management Committee shall be appointed by the Board. Attending Members may elect another to chair the Risk Management Committee meeting during the absence of the chairperson of the Risk Management Committee.

Article 4 Members shall be elected for a term of office equivalent to that of the directors. At the expiration of their term of office, they could be re-elected and re-appointed. Any Member who ceases to be a member of the Board during his/her term of office shall automatically cease to be a member. The Board shall fill the vacancy if the number of Members fails to meet the minimum number requirements.

Chapter 2 Secretary

Article 5 The company secretary, any joint company secretary of the Company or his/her delegate shall act as the secretary of the Risk Management Committee.

Article 6 The Risk Management Committee may, from time to time, appoint any other person with appropriate qualification and experience to act as the secretary of the Risk Management Committee.

Chapter 3 Meeting

Article 7 The Risk Management Committee should meet at least once a year.

* For identification purposes only

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Article 8 Notice should be given within a reasonable time before a meeting, unless such notification is waived by all Members. Notwithstanding the notification period, the attendance of the Members at the meeting would be deemed to be treated as the waiver of the required notification requirement. If a follow-up meeting takes place within 14 days after the meeting, then no notification is required for such follow-up meeting. Agenda and accompanying meeting papers should be sent out at least 3 days before the date of meeting.

Article 9 The quorum necessary for the transaction of business of the Risk Management Committee shall be two Members.

Article 10 Meeting can be attended in person or via electronic means including telephone or videoconferencing. The Members 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).

Article 11 Resolutions of the Risk Management Committee shall be passed by more than half of the Members.

Article 12 A resolution passed and signed by all Members is valid, and the validity is the same as any resolution passed in the meeting of the Risk Management Committee held.

Article 13 Minutes of the Risk Management Committee meeting should be kept by a duly appointed secretary of the Risk Management Committee. Draft and final versions of minutes of the meeting should be sent to all Members for their comments and records within a reasonable time after the meeting.

Article 14 Any Member can call for a meeting anytime when it is necessary.

Chapter 4 Meeting attendance

Article 15 In addition to the Members, the Chief Financial Officer and the head of Internal Audit Department of the Company or any of his or her representative shall attend the meetings. The Risk Management Committee may, from time to time, invite any Board member or senior management or any other person to attend any of its meetings so as to ensure that the Risk Management Committee can discharge its duties and obligations.

Article 16 Only the Members can vote in the meeting.

Chapter 5 Annual General Meeting

Article 17 The chairperson of the Risk Management Committee or (if absent) the other member of the Risk Management Committee should attend the annual general meeting of the Company and handle the shareholders' enquiry on the activities and responsibilities related to the Risk Management Committee.

Chapter 6 Duties and Powers

Article 18 The Risk Management Committee shall have the following duties and powers:

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1. to consider and formulate risk management framework, to identify, analyze, evaluate and determine the risks faced by the Company and its subsidiaries,
   (collectively, the "Group"), to systematically organize, mitigate and monitor risks and identify and deal with the risks faced by the Group, including but not limited to strategic, financial, operational, legal, compliance and environmental, social and governance risks, and to supervise and manage the commencement and implementation of environmental, social and governance works by the Group;
2. to review and assess the effectiveness of the Group's management framework
   (including risk management programme, the risk management systems and the internal audit function relating to risk management);
3. to be responsible for monitoring the implementation of risk control and ensuring appropriate internal risk controls are effectively implemented, and where necessary, to set up specific working group(s) to implement the relevant responsibilities;
4. to ensure the controls and coordination of the internal control in line with the risk acceptable level of the Board;
5. to review the changes in the nature and extent of significant risks, and the
   Company's ability to respond to changes in its business and external environment;
6. to monitor continuously the scope and quality of risk management and the other providers of assurance (where applicable);
7. to monitor the incidence of significant control failings or weakness that has been identified at any time during the period and the extent to which they have resulted in unforeseen outcomes or contingencies that have had, could have had, or may in the future have, a material impact on the Company's financial performance or conditions;
8. to report any significant risk management issues to the Board and suggest solutions; and
9. to handle any other tasks as instructed by the Board.

Chapter 7 Reporting

Article 19 The Risk Management Committee shall report to the Board after each of its meetings.

Chapter 8 Authority

Article 20 The Risk Management Committee should have access to independent professional advice at the expense of the Company if necessary, in order to fulfill his/her responsibility of being the Member.

Remark: The independent professional advice can be sought via the chief financial officer, the company secretary or a joint company secretary.

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Article 21 The Risk Management Committee shall have the rights to investigate and carry out such related matters in accordance with its terms of reference, including to obtain any information it requires from any employees of the Group and any such employee are required to co-operate with any request made by the Risk Management Committee so that the Risk Management Committee can discharge its duties and obligations.

Article 22 The Risk Management Committee should be provided with sufficient resources to perform its duties.

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