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

Taizhou Water Group Co., Ltd.*

台州市水務集團股份有限公司

(the "Company")

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 1542)

TERMS OF REFERENCE OF THE NOMINATION COMMITTEE

OF THE BOARD OF DIRECTORS

	CHAPTER 1 GENERAL PROVISIONS
Article 1	In order to govern the appointment of directors and senior management of
	the Company, optimize composition of its board of directors (the "Board
	of Directors") and improve corporate governance structure, the nomination
	committee of the Board of Directors (the "Nomination Committee" or the
	"Committee") has been established mainly responsible for formulating
	the selection criteria and procedures for directors and senior management,
	screening candidates, preliminarily examining the eligibility of directors
	and senior management members, and making recommendations to the
	Board of Directors.
Article 2	To ensure the Nomination Committee to operate in a standard and efficient
	manner, these terms of reference for the Nomination Committee (the
	"Terms") are formulated by the Board of Directors in accordance with the
	Company Law of the People's Republic of China (the "Company Law"),
	the Articles of Association of Taizhou Water Group Co., Ltd. (the "Articles
	of Association") and other relevant laws, regulations and regulatory
	documents.
	Upon listed on the Main Board of The Stock Exchange of Hong Kong
	Limited and issuance of overseas listed foreign shares (H Shares), these
	Terms shall also be subject to the Rules Governing the Listing of Securities
	on The Stock Exchange of Hong Kong Limited (the "Listing Rules") as
	amended from time to time and other applicable laws and regulations of
	the Hong Kong Special Administrative Region of the People's Republic
	of China. In case of any inconsistency or conflict between any applicable
	laws, regulations, the Articles of Association, the Listing Rules and these
	Terms, the strictest provisions shall prevail according to the principle of
	strictness.
Article 3	Resolutions adopted by the Nomination Committee shall be in compliance
	with requirements of the Articles of Association, these Terms and other
	relevant laws, regulations and regulatory documents.

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	CHAPTER 2 COMMITTEE COMPOSITION
Article 4	The Nomination Committee shall consist of at least three directors,
	including a majority of independent non-executive directors.
Article 5	Members of the Nomination Committee shall be nominated by the
	Chairman of the Board of Directors, more than half of the independent
	non-executive directors or one-third or more of all directors, and shall be
	elected by the Board of Directors.
	The Nomination Committee shall have one chairman who shall be an
	independent non-executive director appointed by the Board of Directors or
	shall be the Chairman of the Board of Directors.
	The meeting of the Nomination Committee shall be convened and presided
	over by the chairman, or another member designated to act on his/her
	behalf if the chairman is unable or fails to perform his/her duties. If the
	chairman neither performs his/her duties nor designates another member
	to act on his/her behalf, any member of the Committee may report to the
	Board of Directors which shall designate a member to perform the duties
	of the chairman.
Article 6	Members of the Nomination Committee shall have a term of office in
	congruence with that of the same session of the Board of Directors, and
	may be re-elected and reappointed. A member shall not be dismissed
	without reason prior to expiry of his/her term of office, unless there
	arises any circumstance precluding his/her office as stipulated in the
	Company Law, the Articles of Association or these Terms, or he/she as
	an independent non-executive director ceases to have the independence
	required by the Articles of Association and the Listing Rules. A member
	no longer serving as a director of the Company during his/her term of
	office shall be automatically disqualified as a member of the Committee.
Article 7	Where the number of members of the Nomination Committee falls below
	two-thirds of the required headcount due to resignation, dismissal or other
	reasons, the Board of Directors shall promptly appoint new member(s) in
	accordance with the above provisions.
	The Nomination Committee shall suspend the exercise of its functions and
	powers as provided herein until the number of members of the Nomination
	Committee reaches two-thirds of the required headcount.
Article 8	The provisions on obligations of directors as stipulated in the Company
	Law and the Articles of Association apply to members of the Nomination
	Committee.

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	CHAPTER 3 DUTIES AND AUTHORIZATIONS
Article 9	The Nomination Committee is mainly responsible for formulating the
	selection criteria and procedures for directors and senior management,
	screening candidates, preliminarily examining the qualification of directors
	and senior management members, and making recommendations to the
	Board of Directors.
Article 10	Main duties and functions of the Nomination Committee include:
	(1)	to review the structure, size and diversity of members of the Board
		of Directors at least annually and make recommendations on any
		proposed changes to the Board of Directors to complement the
		Company's corporate strategy;
	(2)	to report to the Board of Directors on the composition of board
		members and monitor the implementation of diversity policy for
		board members;
	(3)	to disclose a summary of the diversity policy for members of the
		Board of Directors, and measurable objectives that it has set for
		implementing the policy and the progress of achieving the objectives
		in the Corporate Governance Report annually;
	(4)	to identify individuals suitably qualified to become directors, general
		manager and other senior management members, and select or
		make recommendations to the Board of Directors on the selection
		of individuals; and determine the composition of board members
		based on a range of diversity perspectives, including but not limited
		to gender, age, cultural and educational background, ethnicity,
		professional experience, skills, knowledge and length of service;
	(5)	to assess the independence of independent non-executive directors;
	(6)	to make recommendations to the Board of Directors on the
		appointment or re-appointment of directors and succession planning
		for directors (in particular the Chairman of the Board of Directors
		and the general manager), taking into account the Company's
		corporate strategy and mix of skills, knowledge, experience and
		diversity needed in the future;
	(7)	to report its decisions or recommendations to the Board of Directors,
		except those that cannot be reported due to legal or regulatory
		restrictions; and
	(8)	other matters delegated by the Board of Directors.

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Article 11	The Nomination Committee shall report and submit proposals to the Board
	of Directors for consideration and approval.
Article 12	At the invitation of the Chairman of the Board of Directors, the
	Nomination Committee shall designate its chairman or, in his/her absence,
	another member or his/her authorized representative to attend and respond
	to inquiries at the annual general meeting.
Article 13	The Nomination Committee should be provided with sufficient resources
	to discharge its duties, including but not limited to, if necessary, the
	Nomination Committee may engage intermediaries to provide professional
	advice for its decisions at the cost of the Company.
Article 14	Where the Board of Directors proposes a resolution to elect an individual as
	an independent non-executive director of the Company at the Company's
	general meeting, it should set out in the circular to shareholders and/or
	explanatory statement accompanying the notice of the relevant general
	meeting why the Board of Directors believes he/she should be elected and
	the reasons why they consider him/her to be independent.
CHAPTER 4 CONVENING AND RULES OF PROCEDURE OF MEETINGS
Article 15	Work procedures of the Nomination Committee include:
	(1) the Nomination Committee shall proactively communicate with

relevant departments of the Company to understand the demand for new directors and senior management members and work out written reports;

(2) the Nomination Committee may comprehensively look for candidates of directors and senior management within the Company as well as on talent market;

(3) to collect the information on occupation, education background, job title, detailed work experience and all concurrent positions of the proposed candidates, and work out written reports;

(4) to seek the consent of the proposed candidates for nomination, otherwise they shall not be put on the list of candidates for directors and senior management;

(5) to convene the meeting of the Nomination Committee, and check the eligibility according to the qualifications required for directors and senior management;

(6) to submit the recommendation and relevant materials about the candidates for directors and senior management to the Board of Directors prior to the election of new directors and the appointment of new senior management members; and

(7) to follow up other matters according to decisions and feedback of the Board of Directors.

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Article 16	Meetings of the Nomination Committee include regular meetings and
	extraordinary meetings.
	Regular meetings shall be held at least once a year. An extraordinary
	meeting may be convened by the Chairman of the Board of Directors or
	the chairman of the Nomination Committee, or jointly by two or more
	committee members.
Article 17	A meeting of the Nomination Committee may be held on-site or by
	circulation of written proposals. Members can attend a meeting of
	the Nomination Committee via telephone, video or other means of
	communication. Members who attend a meeting through the aforesaid
	means are deemed to having attended a meeting. Members who attend a
	meeting via telephone, video or other means of communication should
	ensure that they can communicate clearly with other members of the
	meeting.
Article 18	Notice of meeting of the Nomination Committee shall be given seven
	days (excluding the date of meeting) prior to a regular meeting. If an
	extraordinary meeting needs to be convened as soon as possible in case of
	emergencies, the meeting can be convened without the foregoing limitation
	on notice period, provided that the chairman of the Nomination Committee
	shall give explanation at the meeting.
Article 19	The quorum of the meetings of the Nomination Committee shall be two-
	thirds or more of all its members.
Article 20	A member may attend a meeting in person, or appoint other member to
	attend and vote thereat provided that a power of attorney shall be submitted
	to the chair of the meeting. The name of the proxy, matters appointed and
	scope of authorization shall be specified in the power of attorney which
	shall be signed or sealed by the principal. The power of attorney shall
	be submitted to the chair of the meeting no later than the start of voting
	process.
Article 21	A member who neither attends a meeting of the Nomination Committee in
	person nor appoints a proxy to attend on his/her behalf shall be deemed as
	absent from the meeting.
Article 22	Meetings of the Nomination Committee may be attended by the secretary
	to the Board, and by directors other than members of the Nomination
	Committee upon request. The Nomination Committee may, if thought
	necessary, request other personnel related to proposals of the meeting to
	attend the meeting, make presentation or express opinions, provided that
	a participant other than members of the Nomination Committee shall have
	no right to vote on the proposals.
Article 23	Any vote at a meeting of the Nomination Committee may be taken by a
	show of hands or by poll.
	Each member of the Nomination Committee shall have one ballot for
	voting. Resolutions passed at the meeting shall be approved by more than
	half of all members (including those absent from the meeting).
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Article 24	Resolutions and voting result of a meeting of the Nomination Committee
	shall be submitted in writing to the Board of Directors for review.
Article 25	The office of the Board of Directors is responsible for the preparation
	work for the Nomination Committee's decision-making, including but
	not limited to: collection of meeting materials, daily work liaison and the
	organizing of meetings. Relevant departments of the Company should
	actively cooperate with the office of the Board of Directors on this.
Article 26	Minutes shall be made for the meetings of the Nomination Committee, and
	shall contain full details of the matters considered thereat. Draft and final
	versions of minutes of the meetings shall be delivered to all members of
	the Committee for their comment and records within twenty-one days after
	the meeting. All members who have attended the meetings shall sign on
	the minutes of the relevant meetings, and the minutes of meetings shall be
	kept by the secretary of the Board of Directors.
Article 27	Members of the Nomination Committee who have access to corporate
	information are liable for confidentiality before it is made public.
	CHAPTER 5 SUPPLEMENTARY PROVISIONS
Article 28	For the purpose of these Terms, directors shall include Chairman, Vice
	Chairman and directors (including independent directors) serving in
	the Company; and senior management shall include general manager,
	deputy general managers, the secretary to the Board, assistant to general
	manager and chief financial officer and other personnel identified as senior
	management officers by the Board of Directors.
	The expression "or more" herein for the numbers includes the underlying
	number indicated while "exceed" or "below" excludes the underlying
	number.
Article 29	Subject to adoption as resolved by the Board of Directors, these
	Terms shall come into effect and be implemented on the date when the
	Company's overseas listed foreign shares (H shares) are issued and listed.
	The existing terms of reference of the Nomination Committee of the Board
	of Directors of the Company shall automatically lapse by then.
Article 30	These Terms shall be published on websites of the Company and The
	Stock Exchange of Hong Kong Limited as required by the Listing Rules.
Article 31	Matters not covered by these Terms shall be governed by relevant laws,
	regulations of the PRC, the Listing Rules and the Articles of Association.
	In the event that these Terms conflict with applicable laws, regulations
	of the PRC, the Listing Rules and the Articles of Association validly
	amended, the latter shall prevail and these Terms shall be revised
	immediately and adopted after considered and approved by the Board of
	Directors.
Article 32	These Terms shall be interpreted by the Board of Directors.

• For identification purposes only

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