Hong Kong Exchanges and Clearing : TERMS OF REFERENCE FOR THE NOMINATION COMMITTEE

SPEED APPAREL HOLDING LIMITED

尚捷集團控股有限公司

(the "Company")

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 3860)

TERMS OF REFERENCE FOR THE NOMINATION COMMITTEE

(THE "COMMITTEE")

(Adopted by the Company on 23 January 2017 and amended on 11 December 2019)

1. MEMBERSHIP

1. Members of the Committee shall be appointed by the board (the "Board") of directors of the Company.
2. The majority of the members of the Committee shall be independent non-executive directors (the "INEDs") of the Company.

2. CHAIRMAN

2.1 The chairman of the Committee shall be appointed by the Board and shall either be the chairman of the Board or an INED.

3. SECRETARY

3.1 The company secretary (the "Company Secretary") of the Company shall be the secretary of the Committee. In the absence of the Company Secretary, his/her delegate(s) or any person elected by the members present at the meeting of the Committee, shall attend the meeting of the Committee and take minutes.

4. PROCEEDINGS OF THE COMMITTEE

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.

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4.1 Quorum

4.1.1 The quorum for meetings of the Committee shall be two members, at least one of whom shall be an INED.

4.2 Frequency of meetings

4.2.1 The Committee shall hold at least one regular meeting in a year. Additional meetings of the Committee may be held as and when required.

4.3 Attendance at meetings

1. Members of the Committee may attend meetings of the Committee either in person or through other electronic means of communication or in such other manner as the members may agree.
2. The other directors, Company Secretary (or his/her delegate(s)), human resources officer and relevant senior management and persons(s) invited by a Committee member may attend meetings of the Committee from time to time where the Committee considers their presence necessary or appropriate to assist the Committee to perform its duties.

4.4 Notice of meetings

1. A meeting of the Committee may be convened by any of its members through the Company Secretary.
2. Unless otherwise agreed by all the members of the Committee, notice (containing details of the venue, time and date of the meeting) of at least 14 days shall be given for a regular meeting of the Committee. For all other meetings of the Committee, reasonable notice shall be given.
3. Agenda and accompanying supporting papers shall be sent to all members of the Committee and to other invited attendees as appropriate at least 3 days before the date of the meeting (or such other period as the members may agree).

4.5 Minutes of meetings

1. Draft and final versions of minutes of Committee meetings shall be sent to all Committee members for their comment and records within a reasonable time after the meeting.
2. Minutes of the Committee meetings shall be kept by the Company Secretary and shall be available for inspection by any member of the Committee or the Board at any reasonable time on reasonable notice.

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4.6 Written resolutions

4.6.1 Without prejudice to any requirement under the Rules (the "Listing Rules") Governing the Listing of Securities on the The Stock Exchange of Hong Kong Limited, written resolutions may be passed and adopted by all members of the Committee.

5. RESPONSIBILITIES AND AUTHORITIES OF THE COMMITTEE

1. The responsibilities and authorities of the Committee shall include such responsibilities and authorities set out in the relevant code provisions of the Corporate Governance Code (the "CG Code") as contained in Appendix 14 of the Listing Rules (as amended from time to time).
2. Without prejudice to any requirement under the CG Code, the duties of the Committee include the following:
3. 1. 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, with due regard to the diversity of the Board;
   2. to identify individuals suitably qualified to become Board members and select or make recommendations to the Board on the selection of individuals nominated for directorships;
   3. to assess the independence of INEDs;
   4. before appointments are made by the Board, evaluating the balance of skills, knowledge and experience on the Board, and, in the light of this evaluation preparing a description of the roles and capabilities required for a particular appointment. In identifying suitable candidates, the Committee shall, where applicable and appropriate:
   5. 1. use public advertising or the services of external recruiters to facilitate the search;
      2. consider candidates from a wide range of backgrounds;
      3. consider candidates on merit and against objective criteria, taking note that appointees should have enough time to devote to the position;
      4. to make recommendations to the Board on the appointment or reappointment of directors and succession planning for directors, in particular the chairman of the Board and the chief executive;
      5. to do any such things to enable the Committee to discharge its powers and functions conferred on it by the Board;

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1. 1. where the board proposes a resolution to elect an individual as an INED at the general meeting, it should set out in the circular to shareholders and/or explanatory statement accompanying the notice of the relevant general meeting why they believe he/she should be elected and the reasons why they consider him to be independent;
   2. to set the policy concerning diversity of Board members, and should disclose the policy or a summary of the policy in the corporate governance report. The Board diversity will differ according to the circumstances of the Company. Diversity of Board members can be achieved through consideration of a number of factors, including but not limited to gender, age, cultural and educational background, or professional experience. The Company should take into account its own business model and specific needs, and disclose the rationale for the factors it uses for this purpose; and
   3. 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 law.
2. The Committee shall be provided with sufficient resources to perform its duties and shall seek, at the Company's expense, independent professional advice to perform its responsibilities if necessary.
3. All members of the Committee shall have access to the advice and services of the Company Secretary, and separate and independent access to the Company's senior management for obtaining necessary information.

6. REPORTING RESPONSIBILITIES

6.1 The Committee shall report back to the Board on their decisions or recommendations, unless there are legal or regulatory restrictions on their ability to do so (such as a restriction on disclosure due to regulatory requirements).

7. ANNUAL GENERAL MEETING

7.1 The chairman of the Committee or in his absence, another member of the Committee or failing this, his duly appointed delegate, shall attend the Annual General Meeting of the Company and be prepared to respond to questions at the Annual General Meeting on the Committee's work and responsibilities.

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8. AMENDMENTS TO TERMS AND AVAILABILITY OF TERMS

1. The Committee shall, from time to time, review its own performance, constitution and terms of reference to ensure that it is operating effectively, and recommend any changes it considers appropriate to the Board for approval.
2. The terms may be reviewed by the Board from time to time taking into consideration the operations of the Committee and its contribution to the corporate governance of the Company, as well as any amendments to the Listing Rules from time to time.
3. The Committee shall make available these terms by publishing them on the websites of The Stock Exchange of Hong Kong Limited and the Company.

Note: If there is any inconsistency between the English and Chinese versions of these Terms of Reference, the English version shall prevail.

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