Hong Kong Exchanges and Clearing : NOMINATION COMMITTEE - TERMS OF REFERENCE

Sheng Ye Capital Limited

盛 業 資 本 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 6069)

(the "Company")

NOMINATION COMMITTEE - TERMS OF REFERENCE

Approved by the board of directors of the Company (the "Board") on 23 October 2019.

1. MEMBERSHIP

1. The nomination committee (the "Committee") shall comprise not less than three Directors appointed by the Board from time to time. The majority of the members of the Committee shall be Independent Non-executive Directors of the Company.
2. The chairman of the Committee shall be appointed by the Board and shall either be the chairman of the Board or an Independent Non-executive Director of the Company.
3. The term of office of a member of the Committee shall be determined by the Board. The appointment of the members of the Committee may be revoked by the Board. An appointment of a Committee member shall be automatically revoked if such member ceases to be a member of the Board.
4. Saves as otherwise appointed by the Committee, the Company Secretary shall be the secretary of the Committee and in the absence of the Company Secretary, a member of the Committee or his/her nominee shall act as the secretary.
5. Each member shall disclose to the Committee:
6. 1. any personal financial interest (other than as a shareholder of the Company) in any matter to be decided by the Committee; or
   2. any potential conflict of interest arising from a cross-directorship.

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Any such member shall abstain from voting on resolutions of the Committee in relation to which such interest exists and from participating in the discussions concerning such resolutions, and shall (if so required by the Board) resign from the Committee.

2. MEETINGS

Unless otherwise specified hereunder, the provisions contained in the Company's Articles of Association (as amended from time to time) for regulating meetings and proceedings of Directors shall apply to the meetings and proceedings of the Committee.

1. Attendance at Meetings
2. 1. Only Committee members have a right to attend Committee meetings. The other Directors and any person whom the Chairman of the Committee considers appropriate may be invited to attend meetings of the Committee. However, they cannot be counted towards the quorum and to vote for any matter to be resolved by the Committee.
   2. Meetings may be held in person, or by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participating in such a meeting shall constitute presence in person at such meeting.
3. The Committee shall meet at least once every year. Additional meetings shall be held as the work of the Committee demands.
4. Meetings of the Committee shall be summoned by the Chairman of the Committee or by the secretary of the Committee at the request of any Committee member.
5. Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the Committee, the Chief Executive Officer of the Company, the Chief Financial Officer of the Company, any other person required to attend and all other Executive and Non-executive Directors of the Company, at least three working days prior to the date of the meeting.
6. The Chairman of the Committee shall chair the meetings of the Committee. In the absence of the Chairman, the Committee members present at the meeting shall elect one amongst themselves to chair the meeting.

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1. The quorum of a meeting shall be two members of the Committee and one of them must be an Independent Non-executive Director of the Company. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.
2. Any resolution shall be passed by the majority votes of the members of the Committee who attend the meeting and a majority vote of the members present shall represent an act of the Committee. In case of equality of votes, the Chairman of the meeting shall have a casting vote.
3. With consent by all members of the Committee, resolutions of the Committee could be passed by written resolutions. A resolution in writing signed by all the Committee Members shall be as valid and effectual as if it had been passed at a meeting of the Committee and may consist of several documents in like form each signed by one(1) or more of the Committee members. Such resolution may be signed and circulated by post, by fax and by other means of electronic communications.

3. DUTIES, POWERS AND FUNCTIONS

The Committee shall

1. review the structure, size and composition (including the skills, knowledge, experience, qualifications, gender, age, culture, education, independence and diversity of perspectives) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company's corporate strategy;
2. to review the policy on Board Diversity (the "Board Diversity Policy") and measurable objectives for implementing the Board Diversity Policy from time to time adopted by the Board, and to review and to monitor the progress on achieving the objectives set out in the Board Diversity Policy and to make disclosure of such policy or summary of such policy in the Corporate Governance Report of the Company annually;
3. to develop, review and implement, as appropriate, the policy of the nomination of Directors (the "Board Nomination Policy") for the Board's consideration and approval, and to make disclosure of such policy or summary of such policy in the Corporate Governance Report of the Company annually;

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1. 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, having due regards to the Board Diversity Policy, the Board Nomination Policy and taking into account the Company's corporate strategy and the mix of skills, knowledge, experience and diversity needed in the future;
2. assess the independence of Independent Non-executive Directors of the Company on appointment/re-appointment having regard to the relevant guidelines or requirements of the Rules Governing Listing of Securities of the Stock Exchange of Hong Kong Limited in place from time to time;
3. make recommendations to the Board on the appointment or re-appointment of Directors of the Company and succession planning for Directors of the Company, in particular the Chairman of the Board and the Chief Executive Officer of the Company; and
4. where the Committee recommends to the Board on the appointment, re-appointment or succession of an individual as an Independent Non-executive Director, the Committee shall report to the Board the following:
5. 1. the process used for identifying the individual, the reasons of the Committee's recommendation, the Committee's view as to whether the individual is independent and the reasons thereof;
   2. the Committee's view as to whether the individual would be able to devote sufficient time to the Board and Board committees and the reasons thereof (particularly where the proposed Independent Non-executive Director will be holding his/her seventh (or more) listed company directorship);
   3. the Committee's view on the perspectives, skills and experience that the individual would bring to the Board; and
   4. the Committee's view on the individual's contribution to the diversity of the Board.

The Committee shall report directly to the Board. The Committee shall be provided with sufficient resources to perform its duties and is authorised to obtain outside legal or other independent professional advice to perform its responsibilities and to secure the attendance of outsiders with relevant experience and expertise, at the Company's expense, if it considers necessary.

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1. REPORTING PROCEDURES
2. 1. Full minutes of the meetings of the Committee should be kept by the secretary of the Committee. Draft and final versions of minutes of the Committee meetings should be sent to all members of the Committee for their comment and records respectively within a reasonable time after the meeting.
   2. The secretary of the Committee shall circulate the minutes of meetings of the Committee to all members of the Board within a reasonable time after the meeting.
   3. Chairman of the Committee who chair the meetings or other member of the committee who is authorised by the Chairman of the Committee to chair the meetings shall report to the Board after each meeting of the Committee.
3. ANNUAL GENERAL MEETING
   The Chairman or in his/her absence, another member of the Committee or failing this, his/her duly appointed delegate, shall attend the annual general meeting of the Company and be prepared to answer questions at the annual general meeting on the Committee's activities and their responsibilities.
4. PUBLICATION OF THE TERMS OF REFERENCE OF THE COMMITTEE
   The terms of reference of the Committee will be posted on the websites of the Company and the Stock Exchange of Hong Kong Limited.
5. INTERPRETATION

Interpretation of these terms of reference shall belong to the Board.

Note: If there is any inconsistency between the English and Chinese versions of this document, the English version shall prevail.

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