MEMBERS OF THE NOMINATION COMMITTEE
Cheung Hon Kit (Chairman of Nomination Committee)
Li Xiao Ru
Zhang Ke
Ou Yaping

TERMS OF REFERENCE OF NOMINATION COMMITTEE
(the “Committee”)

1.

The Committee shall consist of not less than three members, appointed by the board of directors of the Company (“the Board”), with the majority of the members being independent non-executive directors of the Company.

2.

The Chairman of the Committee shall be nominated by the Board.

3.

The term of membership will be one year from the date of appointment subject to renewal and shall be governed by the provisions of the Articles of Association of the Company.

4.

The appointment of the members of the Committee may be revoked and new members can be appointed in place by resolutions passed by the Board and by the Committee respectively.

5.

6.

The Company Secretary of the Company shall be the secretary of the Committee.

7.

The Committee shall meet before the holding of the annual general meeting of the Company where the appointment of directors of the Company (the “Directors”) will be considered. Additional meetings should be held as and when the work of the Committee demands.

8.

The Chairman of the Committee may convene additional meetings at his discretion.

9.

The quorum of a meeting shall be two members of the Committee.

10.

Proceedings of meetings of the Committee shall be governed by the provisions of the Articles of Association of the Company (as amended from time to time).

11.

The Committee shall –

(a)

formulate nomination policy for consideration of the Board and implement the nomination policy laid down by the Board;

(b)

without prejudice to the generality of the foregoing:

(i)

consider the selection criteria of Directors, and develop procedures for the sourcing and selection of members of the Board to be elected by shareholders of the Company;

(ii)

identify and nominate candidates to the Board for it to make recommendations to shareholders of the Company on the appointment or re-appointment of Directors, ensure that sufficient biographical details of nominated candidates shall be provided to the Board and shareholders of the Company to enable them to make an informed decision;

(iii)

identify and nominate candidates to fill causal vacancies of Directors for the Board’s approval;

(iv)

review the structure, size and composition of the Board on a regular basis, considering inter alia the skills, knowledge and length of service, the breadth of expertise of the Board as a whole, and make recommendations to the Board regarding any proposed changes;

(v)

assess the independence of independent non-executive Directors;

(vi)

make recommendations to the Board on relevant matters relating to the succession planning for Directors, in particular the Chairman, the Vice-Chairman and the Managing Director;

(vii)

do any such things to enable the Committee to discharge its powers and functions conferred on it by the Board; and

(viii)

conform to any requirement, direction, and regulation that may from time to time be prescribed by the Board or contained in the Articles of Association of the Company or imposed by law.

12.

The Committee is to be provided with sufficient resources to discharge its duties.

13.

The Committee should report to the Board on a regular basis on its decisions or recommendations.

14.

Full minutes of the meetings of the Committee shall be kept by the secretary of the Committee, who shall send draft and final versions of minutes of meetings and all written resolutions of the Committee to all members of the Committee for their comments and records respectively, in both cases within a reasonable time after the meeting.

15.

At the next meeting of the Board following a meeting of the Committee, the Chairman of the Committee shall report to the Board on the findings and recommendations of the Committee. At least once annually, the Committee should present a report in writing to the Board which addresses the work and findings of the Committee during the year.