China U Ton : Terms of Reference of the Nomination Committee of the Board of Directors (in PDF)

China U-Ton HoldingsLimited ʕ਷ᎴஷછٰϞࠢʮ̡

໨ԫึ౤Τ։ࡰึᔖᛆᇍఖ

Terms of reference of

the Nomination Committee of the Board of DirectorsChina U-Ton HoldingsLimited ʕ਷ᎴஷછٰϞࠢʮ̡

("Company" and "͉ʮ̡")Terms of reference of the Nomination Committee ("Committee")

of the Board of Directors ("Board") of the Company ͉ʮ̡໨ԫึ ("໨ԫึ") ౤Τ։ࡰึ ("։ࡰึ")

ᔖᛆᇍఖ

€ʕ˖͉މᔕᙇᇃdසԶਞϽ͜

These terms of reference were approved and adopted by the resolutions of the board of directors of the Company (the "Board") passed on 27 May 2012 and amended on 1 August 2014 and 18 January 2019.

͉ᔖᛆᇍఖ׵ 2012 ϋ 5 ˜ 27 ˚͉͟ʮ̡໨ ԫึ€˜໨ԫึ™ஷཀӔᙄࣩҭࡘʿમॶdԨ ׵ 2014 ϋ 8 ˜ 1 ˚ʿ 2019 ϋ 1 ˜ 18 ˚ආБࡌ ࠈf

ϓࡰ
1.1 Members of the Committee shall be	։ࡰึϓࡰ͟໨ԫึ੽໨ԫʕܿ፯d։ࡰึ
appointed by the Board from amongst	ɛᅰ௰ˇɧΤdϾɽ௅΅ʘϓࡰ඲މ͉ʮ̡
the directors of the Company and shall	ٙዹͭڢੂБ໨ԫf
consist of not less than three members
and a majority of whom shall be
independent non-executive directors.
1.2 The chairman of the Committee shall	։ࡰึ˴ࢩ͟໨ԫึ։΂Ԩ͟໨ԫึ˴ࢩא
be appointed by the Board and shall be	ዹͭڢੂБ໨ԫዄ΂f
chairman of the Board or an independent
non-executive director.
͉ʮ̡ٙʮ̡।ࣣމ։ࡰึٙ।ࣣf

1.3 The company secretary of the Company shall be the secretary of the Committee.

1.

Membership

1.4 The appointment of the members and secretary of the Committee may be revoked, or additional members may be appointed to the Committee by separate resolutions passed by the Board and by the Committee.

຾໨ԫึʿ։ࡰึʱйஷཀӔᙄd˙̙։΂ ᕘ̮ٙ։ࡰึϓࡰeһಁאᇦе։ࡰึٙϓ ࡰא।ࣣf

2.

Proceedings of the Committee

2.1 Notice:

ึᙄ೻ҏ

ึᙄஷٝj

(a)Unless otherwise agreed by all the Committee members, a meeting shall be called by at least seven days' notice.

(a) ৰڢ։ࡰึΌ᜗ϓࡰΝจd։ࡰึٙึ ᙄஷٝಂdʔᏐˇ׵ɖ˂f

(b) A Committee member may and, on the request of a Committee member, the secretary to the Committee shall, at any time summon a Committee meeting. Notice shall be given to each Committee member in person orally or in writing or by telephone or by email or by facsimile transmission at the telephone or facsimile or address or email address from time to time notified to the secretary by such Committee member or in such other manner as the Committee members may from time to time determine.

• (b) ΂ О ։ ࡰ ึ ϓ ࡰ א ։ ࡰ ึ । ࣣ€Ꮠ ։ ࡰ ึϓࡰٙሗӋ̙ࣛ׵΂Оࣛࡉ̜ණ։ ࡰึึᙄf̜කึᙄஷѓ̀඲ፋԒ˸ɹ ᎘ א ˸ ࣣ ࠦ Җ όe א ˸ ཥ ༑e ཥ ɿ ඉ ΁eෂॆאՉ˼։ࡰึϓࡰʔࣛᙄ֛ٙ ˙ ό ೯ ̈ ʚ ΢ ։ ࡰ ึ ϓ ࡰ€˸ ༈ ϓ ࡰ ௰ ܝஷٝ।ࣣٙཥ༑໮ᇁeෂॆ໮ᇁeή ѧאཥɿඉᇌήѧމࡘf

  (c)Any notice given orally shall be confirmed in writing as soon as practicable and before the meeting.

• (c) ɹ᎘ึᙄஷٝᏐኋҞ€ʿίึᙄ̜කۃ ˸ࣣࠦ˙όᆽྼf

(d) Notice of meeting shall state the time and place of the meeting and shall be accompanied by an agenda together with other documents which may be required to be considered by the members of the Committee for the purposes of the meeting.

(d) ึᙄஷѓ̀඲Ⴍ׼කึͦٙeකึࣛ ගeήᓃeᙄ೻ʿᎇڝϞᗫ˖΁ʚ΢ϓ ࡰਞቡf

• 2.2 Quorum: The quorum of the Committee meeting shall be two members of the Committee.

  ج֛ɛᅰj ึᙄج֛ɛᅰމՇЗϓࡰf

• 2.3 Frequency: Meetings shall be held at least once a year

කึϣᅰj ӊϋ௰ˇකึɓϣf

3. Written resolutions

3.1 Written resolutions may be passed by all

Committee members in writing.

ࣣࠦӔᙄ

։ࡰึϓࡰ̙˸ࣣࠦӔᙄ˙όஷཀ΂ОӔ ᙄdઓϞᗫࣣࠦӔᙄ̀඲͟הϞ։ࡰึϓࡰ ᖦοΝจf

4.

Alternate Committee members

4.1 A Committee member may not appoint any alternate.

։΂˾ڌ

։ࡰึϓࡰʔঐ։΂˾ڌf

5.

Authority of the Committee

5.1 T h e C o m m i t t e e m a y e x e r c i s e t h e following powers:

։ࡰึٙᛆɢ

։ࡰึ̙˸БԴ˸ɨᛆɢj

(a)

to seek any information it requires	ࠅӋ͉ʮ̡ʿՉ΂Оڝ᙮ʮ̡€Υ၈˜͉
from any employee of the Company	ණྠ ™ٙ ΂ О ྇ ࡰ ʿ ਖ਼ ุ ᚥ ਪ Σ ։ ࡰ
and its subsidiaries (together, the	ึ౤ԶՉމੂБՉᔖபϾცࠅٙ΂О༟
" Group ") and any professional	ࣘdԨΣ։ࡰึ౤ʹజѓëࢩ։ࡰึ
advisers in order to perform its	ึᙄʿ౤Զהც༟ࣘʿ༆ഈ։ࡰึ౤̈
duties, to require any of them to	ٙϞᗫਪᕚi
prepare and submit reports and to
attend Committee meetings and to
supply information and address the
questions raised by the Committee;

(a)

(b)to review the performance of the directors and the independence of independent non-executive directors in relation to their appointment or reappointment as directors;

(b) ఱ໨ԫٙ։΂אࠠอ։΂d൙ᄲϞᗫ໨ ԫٙڌତʿϞᗫዹͭڢੂБ໨ԫٙዹͭ ׌i

(c) to obtain, at the Company's expenses, outside legal or other independent professional advice on or assistance to any matters within these terms of reference, including the advice of independent human resource consultancy firm or other independent professionals, and to secure the attendanceof outsiders with relevant experience and expertise at its meetings if it considers this necessary. The Committee shall have full authority to commission any search (including without limitation litigation, bankruptcy and credit searches), report, surveyor open recruitment which it deems necessary to help it fulfill its duties and should be provided with sufficient resources to discharge its duties;

• (c) ܲ๫Չᔖᛆᇍఖఱ޴ᗫԫධΣ̮ޢరӋ ج ܛ א Չ ˼ ዹ ͭ ਖ਼ ุ จ Ԉ€̍ ܼ ዹ ͭ ٙ ɛɢ༟๕ᚥਪʮ̡אՉ˼ዹͭਖ਼ุɛ ɻ f ν ։ ࡰ ึ ც ࠅd ̙ ᒗ ሗ Ո ௪ ޴ ᗫ ຾᜕ʿਖ਼ุʑঐ̮ٙޢɛɻ̈ࢩ։ࡰึ ึᙄf։ࡰึϞᛆආБՉႩމቇ຅ٙሜ ݟ€ ̍ ܼ Ш ʔ ࠢ ׵ ൡ த e ॎ ପ ʿ ڦ ᚑ ݟ ̅eజѓאʮකᅄ෍ʿ՟੻̂ԑ༟๕ ˸ᄵБՉᔖபfۃࠑ൬͜ѩ͉͟ʮ̡ו ዄi

  (d)to review annually these terms of reference and their effectiveness in the discharge of its duties and to make recommendation to the Board any changes it considers necessary; and

• (d) ࿁͉ᔖᛆᇍఖʿᄵБՉᔖᛆٙϞࣖ׌Ъ ӊϋɓϣٙᏨীԨΣ໨ԫึ౤̈ՉႩމ ඲ࠅٙࡌࠈܔᙄiʿ