Hong Kong Exchanges and Clearing : Terms of Reference - Nomination Committee

Sang Hing Holdings (International) Limited

生興控股(國際)有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1472)

Terms of Reference - Nomination Committee

1. Constitution

The board of directors (the "Board") of Sang Hing Holdings (International) Limited (生興控股(國 際)有限公司) (the "Company") has established a nomination committee (the "Committee") and has adopted the following terms as the terms of reference for the Committee.

2. Membership

1. Members of the Committee shall be appointed by the Board from amongst the directors of the Company (the "Directors" and each a "Director") and shall comprise not less than three members and a majority of independent non-executive Directors.
2. The term of each Committee member shall be the same as his/her term as a Director. Subject to the constitutions of the Company and the applicable laws and regulations, any member of the Committee may be re-appointed by the Board and continue to act as a member of the Committee upon the expiry of his/her term of appointment relating thereof.
3. A member of the Committee who ceases to be a member of the Board shall immediately and automatically cease to be a member of the Committee.
4. The chairman of the Committee (the "Committee Chairman") shall be appointed by the Board from time to time and shall be the chairman of the Board or an independent non-executive Director. In the absence of the Committee Chairman and/or an appointed deputy, the remaining members present shall elect one of themselves to chair the meeting.

A 14 A.5.1

A 14 A.5.1

3. Committee Secretary

The company secretary of the Company shall act as the secretary of the Committee (the "Committee Secretary"). The Committee may, from time to time, appoint any other person with the appropriate qualification and experience as the Committee Secretary. The Committee Secretary or in his/her absence, his/her representative or any one member of the Committee, shall be the secretary of the meeting.

4. Frequency of Meetings

4.1

Meetings shall be held as and when appropriate, but at least once a year.

A 14 A.5.2(a)

4.2 The Committee Chairman shall convene a meeting upon request by any member of the Committee.

5. Conduct of Meetings

1. Unless specified by these terms of reference, meetings and proceedings of the Committee shall be governed by the Company's articles of association regulating the meetings and proceedings of the Directors.
2. Unless otherwise waived by all members of the Committee, notice of each meeting A 14 A.7.1 confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the Committee no later than seven working days before the date
   of the meeting. Supporting papers shall be sent to Committee members and to other attendees as appropriate, at the same time.
3. The quorum of the meeting of the Committee shall be any two members of the Committee. Meetings could be held in person, by telephone or by video conference. 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.
4. Resolutions of the Committee at any meetings shall be passed by a majority of votes of the members of the Committee present. Subject to compliance with the Rules Governing the Listing of Securities of The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the applicable laws and regulations, a resolution in writing signed by all the members of the Committee shall be as valid and effectual as if it had been passed at a meeting of the Committee duly convened and held.

5.5 The Committee may invite any member of the senior management of the Company, any Director, external advisers or any other persons to attend all or part of any meetings as the Committee considers appropriate, notwithstanding that the aforementioned persons shall not have a right to vote at such meetings.

6. Annual General Meeting

The Committee Chairman, or in his/her absence, another member of the Committee, or failing which his/her duly appointed alternate shall attend the annual general meetings of the Company and be available and prepared to answer any shareholders' questions thereat on the Committee's activities and its responsibilities.

7. Authority

1. The Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee of the Company and all employees are directed to co-operate with any request made by the Committee.
2. The Committee is authorised by the Board to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise at meetings of the Committee if it considers necessary.
3. Management of the Company is obliged to supply the Committee with adequate information in a timely manner, in order to enable it to make informed decisions. The information supplied must be complete and reliable. Where a member of the Committee requires more information than is the information provided voluntarily by the management of the Company, the relevant member of the Committee should make additional necessary enquiries. Each member of the Committee shall have separate and independent access to the management of the Company.
4. The Company shall provide the Committee with sufficient resources to perform its duties. A 14 A.5.4 Where necessary, the Committee should seek independent professional advice, at the Company's expense, to perform its responsibilities.

8. Duties

8.1 The duties of the Committee shall include, without limitation, the following:

1. review the structure, size and composition (including the skills, knowledge and experience required) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company's corporate strategy;
2. identify individuals suitably qualified to become Directors and select or make recommendations to the Board on the selection of individuals nominated for directorships when a vacancy occurs on the Board by reason of disqualification, resignation, retirement, death or an increase in the size of the Board;
3. make recommendations to the Board on:
4. 1. the appointment or re-appointment of the Directors and succession planning for Directors, in particular the chairman and chief executive of the Company;
   2. any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an executive Director as an employee of the company subject to the provisions of the applicable laws and regulations and their respective service contracts;
   3. the appointment of any Director to executive or other office, other than to the positions of chairman and chief executive, the recommendation for which would be considered at a meeting of the full board;
   4. any area it deems appropriate within its scope of duties where action or improvement is needed;

8.1.4 to consider factors below when it makes recommendation for appointment and reappointment, inter alia:

A 14 A.5.2(a)

A 14 A.5.2(b)

A 14 A.5.2(d)

1. mix of Board members that promotes diversity of background and experience on the Board;

1. competency;

1. age of potential/existing Director;
2. independence of potential/existing Board member;

1. 1. business, technical, or specialised skills and experience of member/potential Board member;
   2. ability, time, commitment and willingness of a new Board member to serve and an existing Board member to continue service;
   3. specific value a Board member/potential Board member can add to the Board;
2. assess the independence of independent non-executive Directors, having regards to the requirements under the Listing Rules;
3. ensure that no Director or any of his/her associates is involved in approving his/her or any of his/her associates' nomination;
4. at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval; and
5. at least once a year, review the policy of the Company concerning diversity of the members of the Board (the "Board Diversity Policy") and recommend any changes it considers necessary to the Board for approval.
6. monitor the implementation of the Board Diversity Policy from time to time to ensure its continual effectiveness.
7. include in the annual corporate governance report of the Company a summary of the Board Diversity Policy together with measurable objectives set for implementing the Board Diversity Policy, the progress made towards achieving those objectives, as well as the Board's composition from a diversity perspective.

A 14 A.5.2(c)

L 13.92

9. Reporting Procedures

1. Full minutes of the Committee's meetings should be recorded and kept by the Committee Secretary and shall be available for inspection at any reasonable time on prior reasonable notice by any Director.
2. Draft and final versions of minutes should be sent to all members of the Committee for their comments and records respectively, within a reasonable time after such meetings.
3. The Committee shall report back to the Board and keep the Board fully informed of its A 14 D.2.2 decisions and recommendations on a regular basis, unless prohibited by applicable laws and regulations.

10. Availability of terms

The Committee shall make available these terms of reference on request and by including them on A 14 A.5.3 The Stock Exchange of Hong Kong Limited's website and the Company's website.