Pacific Century Premium Developments : Nomination Committee - Terms of Reference

PACIFIC CENTURY PREMIUM DEVELOPMENTS LIMITED

("COMPANY")

NOMINATION COMMITTEE TERMS OF REFERENCE

Revised and approved by the Board of Directors of the Company on 13 November 2018

Constitution

1.

The Board of the Company ("Board") resolved on 25 October 2004 to establish a committee of the Board to be known as the Nomination Committee ("Committee").

Objective and Role

2.

The primary objective of the Committee is to assist the Board in ensuring a fair and transparent procedure for the appointment and re-appointment of directors to the Board and maintaining a balance of skills, knowledge, experience and diversity of perspectives on the Board which are appropriate to the requirements of the Company's business.

Membership

• 3. The members of the Committee shall be appointed by the Board and shall consist of at least three members, a majority of whom shall be independent non-executive directors of the Company.

• 4. The Chairman of the Committee shall be appointed by the Board and shall be the Chairman of the Board or an independent non-executive director of the Company.

Attendance at Meetings

• 5. The Committee may invite any director, member of senior management or other individual to attend meetings of the Committee as it considers appropriate.

• 6. The Company Secretary of the Company or his or her nominee shall be the Secretary of the Committee.

Frequency of Meetings

7.

Meetings shall be held at least once a year and at such other times as the Committee determines is appropriate to carry out its responsibilities.

Authority

• 8. The Committee is authorized to seek any information it requires from any employee in order to perform its duties.

• 9. In connection with its duties, the Committee is authorized to obtain, at the Company's expense, outside legal or other independent professional advice on any matters within its terms of reference if it considers necessary.

10. The Committee may delegate its authority including to sub-committees or the Chairman of the Committee, and impose any regulations upon them, when it deems appropriate and in the best interests of the Company.

Duties

11. In addition to any other responsibilities which may be assigned from time to time by the Board, the Committee shall assist the Board:

• (a) to review the structure, size, composition and the balance of skills, knowledge, experience and diversity of perspectives of the Board at least annually and to make recommendations on any proposed changes to the Board to complement the Company's corporate strategy;

• (b) to identify suitably qualified candidates to become Board members and to select or make recommendations to the Board on the selection of candidates nominated for directorships, based on merit and having due regard to the Board Diversity Policy and other factors which are relevant to the Company;

• (c) to make recommendations to the Board on the appointment or re-appointment of directors and succession planning for directors, in particular the Chairman and the chief executive to maintain a balance of skills, knowledge, experience and diversity of perspectives on the Board;

• (d) to make recommendations to the Board with respect to the re-election by shareholders of any director under the "Retirement of Directors" provisions in the Company's Bye-laws;

• (e) in the case of appointment and re-appointment of independent non-executive directors, to assess the independence of the appointees having regard to relevant guidelines or requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Exchange Listing Rules") in place from time to time;

• (f) to assess the independence of independent non-executive directors on an annual basis having regard to relevant guidelines or requirements of the Exchange Listing Rules in place from time to time;

• (g) to develop and recommend to the Board the measurable objectives for achieving diversity on the Board and monitor the progress on achieving those objectives;

• (h) to develop, review, implement and monitor, as appropriate, the policy for the nomination of directors (the "Nomination Policy") and make recommendations to the Board for consideration and approval; and

• (i) to produce and approve disclosure statements in relation to the Committee, the Nomination Policy and the Board Diversity Policy and its work as required by applicable laws and rules where necessary.

Meeting Procedures

12. The meetings and proceedings of the Committee shall be governed by the provisions of the

Company's Bye-laws for regulating the meetings and proceedings of the Board, except for otherwise determined by the Board from time to time.

13.

The quorum for meetings shall be two members of the Committee.

Reporting Procedures

14. The Committee shall report to the Board concerning its activities, either verbally or in writing, at regular meetings of the Board or at other times or occasions where necessary.

15.

The Secretary of the Committee shall distribute the minutes of meetings / written resolutions of the Committee to the Board members.

Frequency of Review

16. This Terms of Reference shall be reviewed on an annual basis and when necessary, and can be revised by the Board from time to time.