Walnut Capital Limited
(Formerly known as Global Mastermind Capital Limited)
(incorporated in the Cayman Islands and continued in Bermuda with limited liability)

Corporate Governance       

OVERVIEW

The Company is dedicated to maintain a credible framework of corporate governance with a view to being transparent, open and accountable to the shareholders of the Company.

BOARD OF DIRECTORS

• List of Directors and their Role and Function
• Procedures for Shareholders to Propose a Person for Election as a Director

COMMITTEES

• Audit Committee
  Ms. LUI Sau Lin (Chairman)
  Mr. CHUNG Wang Hei
  Mr. FUNG Wai Ching
  
  Terms of Reference
• Remuneration Committee
  Mr. FUNG Wai Ching (Chairman)
  Mr. MUNG Kin Keung
  Mr. CHUNG Wang Hei
  Ms. LUI Sau Lin
  
  Terms of Reference
• Nomination Committee
  Mr. CHUNG Wang Hei (Chairman)
  Mr. MUNG Kin Keung
  Mr. FUNG Wai Ching
  Ms. LUI Sau Lin
  
  Terms of Reference

Dissemination of Corporate Communications

Pursuant to new Rule 2.07A¹ of the Rules (the "Listing Rules") Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") and the bye-laws of Walnut Capital Limited (the "Company"), the Company will disseminate the future corporate communications of the Company (the "Corporate Communications" ²) to its Shareholders3 electronically and only send corporate communications in printed form to the Shareholders upon request.

In this connection, the following arrangements will come into effect on 31 December 2023.

ARRANGEMENTS

1. Actionable Corporate Communications⁴
   
   The Company will send the Actionable Corporate Communications to Shareholders individually in electronic form by email. If the Company does not possess the email address of a Shareholder or the email address provided is not functional⁵, the Company will send the Actionable Corporate Communication in printed form together with a request form for soliciting the Shareholder's functional email address to facilitate electronic dissemination of Actionable Corporate Communications in the future.


2. Corporate Communications
   
   The Company will make the Corporate Communications available on its website (https://www.irasia.com/listco/hk/walnutcapital/) and the Stock Exchange's website (http://www.hkexnews.hk).
   
   A notice of publication of the Website Version⁶ of Corporate Communications, in both English and Chinese, will be sent by the Company to Shareholders by email or by post (only if the Company does not possess the functional email address of a Shareholder) on the publication date of the Corporate Communications.

PROVISION OF SHAREHOLDER'S EMAIL ADDRESS TO THE COMPANY

In support of electronic communication by email, the Company recommends its Shareholders to provide the Company with their email address at any time in future by reasonable notice in writing to the Company's branch share registrar in Hong Kong, Tricor Secretaries Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or by email to walnut905-ecom@hk.tricorglobal.com.

It is the responsibility of the Shareholders to provide email address that is functional. If the Company does not possess the email address of a Shareholder or the email address provided is not functional, the Company will act according to the above arrangements. The Company will be considered to have complied with the Listing Rules if it sends Actionable Corporate Communications to the email address provided by a Shareholder without receiving any "non-delivery message".

REQUEST FOR PRINTED COPY OF CORPORATE COMMUNICATIONS AND ACTIONABLE CORPORATE COMMUNICATIONS

For those Shareholders who wish to receive a printed version of all future Corporate Communications and Actionable Corporate Communications) or, if for any reason, have difficulty in gaining access to the Company's website, the Company will, upon receipt of request in writing by the Shareholder to the Company's branch share registrar in Hong Kong, Tricor Secretaries Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or by email to walnut905-ecom@hk.tricorglobal.com, send future Corporate Communications and/or the relevant Corporate Communications (as the case may be) to such Shareholders in printed form free of charge.

Please note that the preference in receiving Corporate Communications in printed form of a Shareholder will be valid unless being revoked or superseded or until expired on 31 December 2025 (whichever is earlier). Further request in writing will be required if a Shareholder prefers to continue receiving printed copy of future Corporate Communications and Actionable Corporate Communications.

Notes:

1. With effect from 31 December 2023.


2. Corporate Communications include any document(s) issued or to be issued by the Company for the information or action of holders of any of its securities or the investing public, including but not limited to (a) the directors' report and its annual accounts together with a copy of the auditors' report and, where applicable, its summary financial report; (b) the interim report and, where applicable, its summary interim report; (c) the quarterly report, if any; (d) a notice of meeting; (e) a listing document; (f) a circular; and (g) a proxy form.


3. Holder(s) of the Share(s) of the Company.


4. Actionable Corporate Communications refer to any corporate communications that seek instructions from the Shareholders of the Company on how they wish to exercise their rights or make elections as the Company's Shareholders.


5. It is the responsibility of a Shareholder to provide email address that is functional. The Company will be considered to have complied with the Listing Rules if it sends Actionable Corporate Communications to the email address provided by a Shareholder without receiving any "non-delivery message".


6. The version of Corporate Communications being published, in both English and Chinese, on the Company's website.

DOWNLOADS

• Provision of Email Address and/or Request for Printed Copy of Corporate Communications and Actionable Corporate Communications

updated 28th December, 2023

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