PF : Terms of Reference of the Nomination Committee

PF Group Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(the ''Company'')

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

(amended and restated with effect from 10 January 2019)

• I. Establishment

• 1. The board (the ''Board'') of directors of the Company (the ''Directors'') has resolved to establish a committee of the Board known as the Nomination Committee (the ''Committee'') on 5 December 2016.

• II. Membership

• 2. The members of the Committee shall be appointed by the Board from time to time amongst the Directors and shall consist of not less than three members, a majority of whom shall be independent non-executive Directors. A quorum shall be two members.

• 3. The chairman of the Committee shall be either the chairman of the Board or an independent non-executive Director who is a member of the Committee appointed by the Board.

III. Frequency of meetings

4. The Committee shall meet at least once a year. Additional meetings should be held if the Committee shall so request.

• IV. Voting

• 5. Questions arising at any meeting shall be determined by a majority of votes of the members present, and in the case of an equality of votes the chairman of the meeting who shall be the chairman of the Committee (or, in his/her absence, any one member of the Committee who: (a) is an independent non-executive Director; (b) is present thereat; and (c) is elected by the members present to chair the meeting) shall have a second or casting vote.

• V. Resolutions in writing

• 6. A resolution in writing signed by all of the members of the Committee shall be as valid and effectual as if it had been passed at a meeting of the Committee. Any such resolution may be contained in a single document or may consist of several documents all in like form.

VI. Authority

• 7. The Committee shall report directly to the Board.

• 8. The Committee is authorised by the Board to obtain outside legal or other independent professional advice to perform its duties and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.

• 9. The Committee shall be provided with sufficient resources to perform its duties.

VII. Duties

10. The duties of the Committee shall include the following aspects:

• (a) to review the structure, size and composition (including but not limited to 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;

• (b) to 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) to assess the independence of independent non-executive Directors;

• (d) to make recommendations to the Board on the appointment or re-appointment of Directors;

• (e) to review the Board diversity policy (the ''Policy'') as appropriate; monitor the implementation of the Policy and review the measurable objectives set by the Board for implementing the Policy, and the progress of achieving the objectives; and make disclosure of its review results and report on the Board's composition under diversified perspectives in the corporate governance report annually;

• (f) to review succession planning for Directors, in particular, the chairman of the Board and the chief executive of the Company as well as for the senior management of the Company, after 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; and

• (g) Where the Board proposes a resolution to elect an individual as an independent non-executive Director at the general meeting, the Committee should set out in the circular to shareholders and/or explanatory statement accompanying the notice of the relevant general meeting:

  (i) the process used for identifying the individual and why the Board believes the individual should be elected and the reasons why it considers the individual to be independent;

• (ii) if the proposed independent non-executive Director will be holding their seventh (or more) listed company directorship, why the Board believes the individual would still be able to devote sufficient time to the Board;

• (iii) the perspectives, skills and experience that the individual can bring to the Board; and

• (iv) how the individual contributes to diversity of the Board.

VIII. Reporting procedures

• 11. Without prejudice to the generality of the foregoing, the Committee shall report back to the Board on its decisions or recommendations, unless there are legal or regulatory restrictions on its ability to do so (such as a restriction on disclosure due to regulatory requirements). The reporting shall be done by the chairman of the Committee or any such other person designated by the Committee.

• 12. The company secretary of the Company (the ''Company Secretary'') shall be the secretary of the Committee, and, in the absence of the Company Secretary, any such other person as may from time to time be nominated by the Company Secretary, subject to the approval of the Committee, shall act as secretary of the Committee.

• 13. The secretary shall circulate (i) the draft and final versions of the minutes of the meetings to all Committee members for their comment and records respectively within a reasonable time after the meetings; and (ii) the minutes of the meetings and reports of the Committee to all members of the Board.

IX. Publication of these Terms of Reference

14. These Terms of Reference shall be made available to the public by posting on the websites of the Company and The Stock Exchange of Hong Kong Limited.