(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03382) TERMS OF REFERENCE OF THE NOMINATION COMMITTEE (The "Committee") Membership

1. The Committee shall consist of at least three members appointed by the board of directors (the "Board") of Tianjin Port Development Holdings Limited (the "Company") from time to time. The majority of the members of the Committee should be independent non-executive directors of the Company.
2. The Board shall appoint one of the members as the Chairman of the Committee who shall be an independent non-executive director of the Company or the Chairman of the Board.
3. The company secretary of the Company shall act as the secretary of the Committee (the
"Secretary").

Frequency and proceedings of meetings

4. The Committee shall meet at least once every year. Additional meetings shall be held as the work of the Committee demands.
5. The Chairman of the Committee may convene additional meetings at his discretion.
6. The quorum of a meeting shall be two members of the Committee. 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.

Duties, powers and functions

7. The Committee shall give adequate consideration to the following principles in carrying out its responsibilities:

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Amended on 28 August 2013

(a) the Board should have a balance of skills, experience and diversity of perspectives appropriate to the requirements of the Company's business. The Committee should ensure that changes to composition of the Board can be managed without undue disruption. The Board should include a balanced composition of executive and non-executive directors (including independent non-executive directors) so that there is a strong independent element on the Board, which can effectively exercise independent judgement. Non-executive directors should be of sufficient calibre and number for their views to carry weight; and
(b) there shall be a formal, considered and transparent procedure for the appointment of new directors. There should be plans in place for orderly succession for appointments. All directors should be subject to re-election at regular intervals, and the reasons for the resignation or removal of any director must be explained.
8. The Committee shall:
(a) review the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the corporate strategy of the Company;
(b) identify individuals suitably qualified to become board members and select or make recommendations to the Board on the selection of individuals nominated for directorships;
(c) assess the independence of independent non-executive directors;
(d) make recommendations to the Board on the appointment or re-appointment of directors and succession planning for directors, in particular the chairman of the Board and the chief executive; and
(e) review the Board Diversity Policy, as appropriate.
9. The Committee shall be provided with sufficient resources including but not limited to seeking of independent professional advice, to enable it to perform its duties.

Reporting procedures

10. The Secretary shall circulate the minutes of the meetings to all members of the Committee and to all members of the Board.

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Amended on 28 August 2013

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