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

Xingye Wulian Service Group Co. Ltd.

興業物聯服務集團有限公司

(incorporated in the Cayman Islands with limited liability)

(the "Company")

Terms of Reference of the Nomination Committee (the "Committee")

adopted by the Board (the "Board") of Directors (the "Director(s)") of the Company

1. Constitution

1. The Committee is established pursuant to a resolution passed by the Board at its meeting held on 7 February 2020.
2. Subject to the regulations contained in the Companies Law of the Cayman Islands, the Rules (the "Listing Rules") Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") and the articles of association of the Company (the "Articles"), the procedures of the Committee shall be regulated by the provisions set out in these Terms of Reference.

2. Composition

1. Committee members shall be appointed by the Board from time to time amongst the Directors and shall consist of not less than three (3) members, a majority of whom shall be independent non-executive Directors.
2. The chairman of the Committee (the "Chairman") shall be appointed by the Board and shall be the chairman of the Board or an independent non-executive Director.
3. The appointment of the Committee members may be revoked, or additional members may be appointed to the Committee by separate resolutions passed by the Board.
4. The company secretary of the Company or his/her nominee shall be the secretary of the Committee (the "Committee Secretary").
5. The composition of the Committee shall comply with the requirements of the Listing Rules as amended from time to time.

3. Frequency and Proceedings of Meetings

3.1 The Committee shall meet at least once a year or more frequently if circumstances require. The Chairman may convene additional Committee meetings at his/her discretion.

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1. Notice of Meeting
2. 1. Unless otherwise agreed by all Committee members, a meeting shall be convened by at least seven (7) days' notice. If a Committee meeting is called by a shorter notice, it shall be deemed to have been duly called if it is so agreed by a majority of the Committee members, and a Committee member who attends such a meeting shall deem to agree to the shorter notice.
   2. Notice of meeting may be given either orally or in writing by way of telephone, facsimile or other electronic means.
   3. Notice of meeting shall specify the time and place of the Committee meeting and shall be accompanied by an agenda together with other documents which may be required to be considered by the Committee members for the purposes of the meeting. Such agenda and other documents shall be provided to the Committee members in a timely manner and at least three days (or such other period as agreed by the Committee members) before the meeting.
3. A quorum of the Committee meeting shall be two (2) Committee members. A duly convened Committee meeting 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. Committee meetings may be held in person, by telephone or by video conference. Committee members may participate in a meeting by means of a conference telephone or similar communications equipment provided that all persons participating in such meeting is capable of hearing each other.
5. Board members have the right of attendance, but only Committee members are entitled to vote at the Committee meetings.
6. Resolutions of the Committee at any meetings shall be passed by a majority of votes.
7. The Chairman (or in his/her absence, a Committee member designated by the Chairman) shall preside at all meetings of the Committee. The Chairman shall be responsible for leading the Committee, including scheduling meetings, preparing agendas and making regular reports to the Board.
8. Except for provided herein, proceedings of the Committee meetings shall be governed by the provisions contained in the Articles.

4. Written Resolutions

4.1 Written resolutions signed by all Committee members shall be valid and effectual as if they have been passed at the Committee meeting duly convened and held.

5. Access

5.1 The Committee should have full access to management and may invite members of management and others to attend its meetings.

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6. Authority

1. The Committee is authorised by the Board to determine the procedures, process and criteria to be adopted for the purposes of selecting and recommending candidates for directorship. It shall report directly to the Board.
2. The Committee shall be provided with sufficient resources to discharge its duties, including but not limited to obtaining independent professional advice at the expense of the Company.

7. Duties

7.1 The duties of the Committee shall include the following aspects:

1. to review the structure, size and composition (including without limitation, gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company's corporate strategy;
2. to identify individuals suitably qualified to become Board members and to select or make recommendations to the Board on the selection of individuals nominated for directorships. In identifying suitable candidates, the Committee shall consider candidates on merit and against the objective criteria, with due regard for the benefits of diversity on the Board;
3. to assess the independence of independent non-executive Directors;
4. 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 officer, taking into account the Company's corporate strategy and the mix of skills, knowledge, experience and diversity needed in the future, together with the Board, as appropriate;
5. to develop, review, implement and monitor the board diversity policy (the "Board Diversity Policy"), as appropriate, and review measurable objectives for implementing the Board Diversity Policy and progress on achieving the objectives, and to make disclosure of its review results in the Corporate Governance Report annually;
6. 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 to make disclosure of the Nomination Policy in the Corporate Governance Report as required by applicable laws and rules where necessary; and
7. do any such things to enable the Committee to perform its duties and functions conferred on it by the Board.

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8. Reporting Procedures

1. The Committee Secretary shall record in sufficient details the matters considered by the Committee and the decisions reached, including any concerns raised by the Committee members or dissenting views expressed. Draft and final versions of the minutes of the Committee meetings, or as the case may be, written resolutions of the Committee, shall be circulated to all Committee members for their comment and records respectively within a reasonable time after the meeting or before the passing of the written resolutions.
2. Full minutes of the Committee meetings and all written resolutions of the Committee, together with the record of individual attendance at such Committee meetings, shall be kept by the Committee Secretary. Board and Committee members are entitled to have access to the minutes and written resolutions of the Committee.
3. The Committee shall report their findings and recommendations to the Board after each Committee meeting or the passing of the written resolutions.

9. Annual General Meeting

9.1 The Chairman or in his/her absence, another Committee member or failing this, the duly appointed delegate of the Chairman, shall attend the Company's annual general meeting to answer shareholders' questions on the Committee activities.

10. Powers of the Board

1. The Board may, subject to compliance with the Articles and the Listing Rules, amend, supplement and revoke these Terms of Reference.
2. The power to interpret these Terms of Reference shall vest in the Board.

11. Publication of These Terms of Reference

11.1 These Terms of Reference will be posted on the respective websites of the Company and the Stock Exchange.

－END－

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