GTJAI Asset Management Proxy Voting Policy

1       Objective

1.1       This Policy is related to exercise of voting right in relation to both public funds and private funds and discretionary accounts (collectively the “Portfolios”) managed by the Asset Management under Guotai Junan International Holdings Limited (“GTJAI Asset Management”).

1.2      GTJAI Asset Management, as an investment manager, has a fiduciary duty to the client investors. Any voting right should be exercised in a systematic and proper manner in accordance with this Policy with the aim to preserve the interest of client investors/shareholders of the Portfolios.

2       General Principles

2.1       The fundamental principle in any exercise of voting right in respect of an investeecompany in a portfolio under GTJAI Asset Management’s management (“Portfolio”) is to best serve the interests of investors of the Portfolios. For any decision of voting, investment team should take due account of the best interests of the clients.

2.2       Any decision on voting should be based on independent and impartial analysis and judgment. Analysis and assessment are based on objective and factual information and data. Personal interests of the manager should not be taken into account.

2.3       Conflict of interests should be avoided as much as possible. Where any conflict of interests arises and could not be avoided, we should exercise the voting right on the most impartial and fair basis, and where practicable to be based on objective advice or recommendation from independent professional or third-party proxy voting service vendor.

2.4       In any consideration of voting of an investee company in a Portfolio, the following factors should be taken into consideration where applicable:

2.4.1     For voting on directorship, we should take into consideration of such elements as the qualification, competence, experience, and where relevant, the independence, of the candidates.

2.4.2     For voting on executive compensation, factors such as reasonableness of the compensation, past performance of the executives, long-term interests of the company’s shareholders, and consistence with the company’s overall financial conditions are to be taken into account.

2.4.3     For voting on distribution, we should consider such factors as the investment objectives of the Portfolios, the effects to the investee company’s capital structure, other distribution alternatives, and so forth.

2.4.4     For voting on auditors, factors to be taken into consideration include the competence, expertise, resources, past performance, independence from management, and other relevant factors;

2.4.5     For voting on other corporate matters, we should consider factors such as the investment objectives of the Portfolios, the interests of the company’s shareholders, the effects to the investee company’s capital structure and financial positions, and other relevant factors.

2.5       In any exercise of voting right, ESG (Environmental, Social and Governance) factors should be addressed as well. Where ESG factors are relevant, investment team will review, consult with the designated ESG team/person, and determine the voting proposal/option that has most beneficial effects on ESG factors on considerations which include (without limitation):

2.5.1     Environmental: beneficial to climate change, environmental protection, energy saving, reduction of pollution, and other environmental concerns.

2.5.2     Social: beneficial to human capital, social responsibilities, supply chain of goods and services, and other social concerns.

2.5.3     Governance: beneficial to corporate governance, investors’ interests, business ethics, and other governance concerns.

3       Implementation

3.1       Investment Team of GTJAI Asset Management will be primarily responsible for implementing this Policy. The Compliance Team of GTJAI Asset Management will review the implementation of this Policy from time to time.

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