Advanced Semiconduct : Terms of Reference for the Nomination Committee

1.0 Definition

1.1 For the purposes of these terms of reference (the "Terms"):

"Board" means the board of directors of the Company.

"Directors" mean the members of the Board.

"Executive Directors" mean the executive directors of the Board.

"Independent Non-Executive Directors" mean the independent non-executive  directors of the Board.

"Non-Executive Directors" mean the non-executive directors of the Board.

"Senior Management" means the president, vice presidents, company secretary and  any other officers of the Company need to be appointed by the Board from time to  time.

"Nomination Committee" or "Committee" means the Nomination Committee  established by the resolution of the Board in accordance with clause 2 of these  Terms.

2.0 Constitution

The Board resolved to establish a committee of the Board to be known as the Nomination  Committee on 18 August 2010.

3.0 Membership

3.1 The Nomination Committee shall be appointed by the Board from time to time from  amongst Non-Executive Directors and shall consist of five members, a majority of  whom shall be Independent Non-Executive Directors.

3.2 The chairman of the Nomination Committee (the "Chairman") shall be either the  Chairman of the Board or an Independent Non-Executive Director, who is nominated  by the Chairman of the Board, or more than half of the Independent Non-Executive  Directors, or more than one-third of the Directors, and elected by the Board.

4.0 Meetings

4.1 The Committee shall meet at least annually. The Chairman shall convene a meeting as  and when necessary or as requested by any two members of the Nomination  Committee.

4.2 The quorum of the meeting shall be three. Each member shall have one vote. Any  decision made by the Committee shall require at least two-thirds of the votes.

4.3 Fifteen days' notice shall be given to all members before a meeting (except for special  circumstances). Agenda of Committee meeting and accompanying meeting papers  should be sent to all Committee members at least 3 days before the intended date of the  meeting (except for special circumstances).

4.4 Directors and Senior Management other than Committee members may be invited to  attend the meetings, if necessary.

5.0 Authority

5.1 The Nomination Committee is authorized by the Board to discharge its duties within  these Terms. It is authorized to seek any relevant information it requires from the  Senior Management who is directed to co-operate with the Nomination Committee.

5.2 The Nomination Committee is authorized by the Board to obtain outside independent  professional advice and to secure the attendance of outsiders with relevant experience  and expertise if it considers this necessary. The relevant expense shall be paid by the  Company.

5.3 Without adequate reason or reliable evidence, the substantial shareholder(s) shall  respect the proposals on the nomination of Directors and Senior Management that are  made by the Nomination Committee.

6.0 Duties

6.1 The duties of the Nomination Committee shall include:

A. to review the following items at the meeting of the Nomination Committee:

(a) 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) evaluation of the contribution by a Director in performing his responsibilities  on an annual basis:

(i) the Nomination Committee should despatch the "Assessment Form for  Individual Director" to each individual Director for his/her completion  initially and submission to the Nomination Committee;

(ii) the Nomination Committee should complete the "Assessment Form for  Individual Director" based on the respective self-assessment by individual  Director and make recommendations to the Board for its approval.

(c) evaluation of the Board's performance on an annual basis:

(i) the Nomination Committee should despatch the "Assessment Form for  Board of Directors by Individual Director" to each individual Director for  his/her completion initially and submission to the Nomination Committee;

(ii) the Nomination Committee should complete the "Assessment Form for  Board of Directors by Nomination Committee" based on the assessment  by individual Directors and make recommendations to the Board for its  approval.

B. to study the selection criteria and procedure for the nomination of Directors and  Senior Management, and make proposals to the Board;

C. to establish proper succession plans for Directors and Senior Management (in  particular the Chairman of the Board and the chief executive of the Company), and  regularly review the plans to meet the needs of the Company;

D. to screen qualified candidates for Directors and Senior Management in a broad  range;

E. to evaluate the candidates for Directors and Senior Management and make  proposals to the Board on their appointment and re-appointment;

F. to assess the independence of Independent Non Executive Directors; and

G. other matters delegated by the Board from time to time.

6.2 The Nomination Committee is responsible to the Board and proposals raised by the  Committee shall be resolved by the Board.

6.3 Committee members shall have an obligation to keep all matters discussed by the  Committee confidential and shall not release any related information to outsiders  without the Committee's permission.

7.0 Reporting Procedures

7.1 The Committee shall report its findings and recommendations to the Board.

7.2 The secretary of the Committee shall keep proper records of its proceedings and  minutes of meetings and reports of the Nomination Committee shall be dispatched to  all members of the Board after approval and signature by members of the Committee.

8.0 Annual General Meeting

The Chairman (or in his absence, his duly appointed delegate) of the Committee should attend  the Annual General Meeting of the Company and make himself available to respond to any  shareholder questions on the Committee's activities.