CPMC Holdings : Terms of Reference of the Nomination Committee

CPMC HOLDINGS LIMITED

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(Incorporated in the Hong Kong with limited liability)

(Stock code: 906)

(the "Company") TERMS OF REFERENCE OF THE NOMINATION COMMITTEE ADOPTED BY THE BOARD ON 23 OCTOBER 2009 AND AMENDED ON 5 MARCH 2012 1 Membership

(a) The Nomination Committee (the "Committee") shall be appointed by the board of directors (the "Board") from amongst the directors of the Company (the "Directors") and shall consist of not less than three members. A majority of the members of the Committee should be independent non-executive Directors (the "INED"). The constitution of the Committee shall comply with the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") from time to time.
(b) The Chairman of the Committee shall be appointed by the Board, and shall be the chairman of the Board or an INED.
(c) Appointment to the Committee shall be for a period of up to three years subject to extension.

2 Secretary

The secretary of the Committee (the "Secretary") shall be the general manager of the human resources and administration department of the Company, who should, where possible, attend all meetings of the Committee.

3 Frequency of meetings

(a) Meetings of the Committee shall be held not less than once during a financial year. The Chairman of the Committee or any two members of the Committee may request a meeting if they consider that one is necessary. Ad hoc meetings may also be convened whenever situation warrants.
(b) Committee meetings shall be arranged by the Secretary upon instruction of the Chairman of the Committee or as requested by the Board.

4 Notices and agenda of meetings

(a) Unless otherwise agreed, notices for regular meetings of the Committee shall be given to all members of the Committee and any other person required to attend at least fourteen days before the meeting. For all other meetings, reasonable notices shall be given to all members of the Committee.
(b) If any member of the Committee wishes to include matters in the agenda for a particular regular meeting, he may notify the Secretary such matters in writing within seven days after a notice of the meeting is given.

5 Quorum

The quorum of a meeting of the Committee shall be two members of the
Committee, of whom at least one should be an INED.

6 Attendance at meetings

(a) The meetings of the Committee shall be chaired by the Chairman of the Committee. In the absence of the Chairman of the Committee or an appointed deputy, the remaining members present shall elect one of them to chair the meeting. In the event of an equality of votes, the Chairman of the Committee shall be entitled to a second or casting vote. For the avoidance of doubt, the Chairman of the Committee shall not chair the meeting of the Committee when his succession for the office of any position are being discussed.
(b) Members of the Committee may participate in a meeting of the Committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.
(c) At all times the chairman of the Board shall be notified in advance of all meetings of the Committee and may attend such meetings, provided that he shall not be in attendance when his own succession is being discussed. The Committee may, where necessary, invite any appropriate persons to attend the Committee meetings.
(d) The Chairman of the Committee, or in the absence of the Chairman of the Committee, another member of the Committee or failing his duly appointed delegate, shall be available to answer questions at annual general meeting and the extraordinary general meeting of the Company.

7 Minutes of the meetings

(a) Full minutes and resolutions of Committee meetings shall be kept by the Secretary of the Committee. Draft and final versions of minutes and resolutions of Committee meetings shall be sent to all Committee members for their comment and records within a reasonable time after the meeting.
(b) Copies of the minutes of meetings and resolutions of the Committee shall be provided to the Board at its meetings. Save when there is a conflict of interest, minutes of meetings and resolutions of the Committee are open for inspection by any Director at any reasonable time on reasonable notice to the Secretary.

8 Committee's resolutions

A resolution in writing signed by all the members of the Committee shall be as valid and effectual as if it had been passed at a meeting of the Committee and any consist of several documents in like from each signed by one or more of the members of the Committee. Such resolution may be signed and circulated by fax. This provision is without prejudice to any requirement under the Listing Rules for a Board or Committee meeting to be held.

9 Authorities

(a) The Committee is authorized by the Board to review, assess and make recommendations upon any issue within these terms of reference.
(b) The Committee is authorized by the Board, and at the reasonable expense of the Company, to obtain independent legal or other independent professional advice and to secure attendance of independent professional advisers with the relevant experience and expertise if it considers this necessary.
(c) The Committee is to be provided with sufficient resources to discharge its duties.
(d) Members of the Committee will be entitled to request from the Company and its Directors, employees and advisers all such information as they may reasonably require in order to be able to perform their duties as members of the Committee and, upon receipt of a request for any such information from them, the Company will use its reasonable endeavors to procure that such information is provided to them promptly.
(e) Members of the Committee shall have access to the advice and services of the company secretary to ensure that Board procedures and all applicable rules and regulations are followed.

10 Duties

The duties of the Committee shall include:
(a) to review the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company's corporate strategy;
(b) to identify individuals suitably qualified to become members of the Board and select or make recommendations to the Board on the selection of, individuals nominated for directorships;
(c) to assess the independence of the INEDs;
(d) to make recommendations to the Board on the appointment or re-appointment of Directors and succession planning for Directors, in particular the chairman of the Board and the chief executive;
(e) to make recommendations to the Board on the membership of committees of the Board, including the audit committee and the remuneration committee, in consultation with the chairman of the Board and the chairmen of such committees, as appropriate;
(f) before recommending an appointment, to evaluate the balance of skills, knowledge and experience on the Board, and in light of this evaluation, to prepare a description of the role and capabilities required for a particular appointment. In identifying suitable candidates, the Committee shall:
(i) use such method or methods to facilitate the search of appropriate candidates as it may deem appropriate;
(ii) consider candidates from a wide range of backgrounds; and
(iii) consider candidates on merits in an objective manner, ensuring that candidates can devote sufficient time to the position;
(g) to keep under review the leadership needs of the Company, both executive and non-executive directorships, with a view to ensuring the continued ability of the Company to compete effectively in the market in which the Company operates;
(h) to keep fully informed about strategic issues and business changes affecting the Company and the market in which the Company operates;
(i) to review annually the time commitment required from non-executive Directors. Performance evaluation should be used to assess whether the non-executive Directors are spending sufficient time to fulfill their duties;
(j) to conform to any requirement, direction, and regulation that may from time to time be prescribed by the Board or contained in the constitution of the Company or imposed by the Listing Rules or applicable law;
(k) to make whatever recommendations to the Board it deems appropriate on any area within its duties and responsibilities where action or improvement is needed; and
(l) to do any such things to enable the Committee to discharge its powers and functions conferred on it by the Board.

11 Reporting procedures

(a) The Chairman of the Committee shall report to the Board. At the next meeting of the Board following a meeting / written resolution of the Committee, the Chairman of the Committee shall report the findings and recommendations of the Committee to the Board.
(b) The Committee shall provide to the Board all the information set out in paragraph 2(g) of Appendix 23 of the Listing Rules to enable the Company to prepare the corporate governance report in its annual report in compliance with Appendix 23.
(c) Each member of the Committee who is an INED shall provide an annual confirmation of his independence to the Company in accordance with the requirements of the Listing Rules.

12 Availability and update of the terms of reference

These terms of reference shall be updated and revised as and when necessary in light of changes in circumstances and changes in regulatory requirements (e.g. the Listing Rules) in Hong Kong. These terms of reference shall be made available to the public by including the information on The Stock Exchange of Hong Kong Limited's website and the Company's website or by making a reasonable request to the company secretary during office hours.