The Board of Directors of VGI VMALL LIMITED and its standing committees believe that a primary responsibility of the directors is to provide effective governance over the Company's affairs for the benefit of its shareholders, employees, customers and other stakeholders. That responsibility includes:

• Evaluating the performance of the Chief Executive Officer (“CEO”) and taking appropriate action, including removal, when warranted;

• Selecting, evaluating and fixing the compensation of senior management of the Company and establishing policies regarding compensation of other management personnel;

• Reviewing succession plans and management development programs for senior management;

• Reviewing and periodically approving long-term strategic and business plans and monitoring corporate performance against such plans;

• Reviewing the major risks facing the Company and overseeing strategies to address these risks;

• Adopting policies of corporate conduct, including compliance with applicable laws, rules and regulations, maintenance of accounting, financial and other controls, and reviewing the adequacy of compliance systems and controls;

• Evaluating the overall effectiveness of the Board and its committees and the individual directors on a periodic basis; and

• Adopting and implementing best practices of corporate governance in full conformity with the letter and spirit of all applicable laws, rules and regulations.

The Board and its standing committees have adopted this Policy which includes the following Governance Guidelines to assist in the exercise of their responsibilities. This Policy and the Guidelines shall be reviewed periodically and revised as appropriate to reflect the evolving functions of the Board and developing trends of best practice and regulatory compliance in corporate governance.

This Policy does not, and is not intended to, modify or to constitute an interpretation of the Company’s articles of association or any law or regulation.