COMPUTIME GROUP LIMITED 
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( ?????) (??????????????) TERMS OF REFERENCE FOR THE NOMINATION COMMITTEE??????????
1. MEMBERSHIP ??1.1 Members of the Nomination Committee (the "Committee") shall be appointed by the board of directors (the "Board") of the Company.
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1.2 The majority of the members of the Committee shall be independent non-executive directors.
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2. CHAIRMAN ??2.1 The chairman of the Committee shall be appointed by the Board and shall either be the Chairman of the Board or an independent non-executive director.
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3. SECRETARY ??3.1 The secretary of the Company (the "Company Secretary") shall be the secretary of the Committee. The Company Secretary or, in his/her absence, his/her delegate(s) or any person elected by the members present at the meeting of the Committee shall attend the meeting of the Committee and take minutes.
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4. PROCEEDINGS OF THE COMMITTEE MEETINGS ???????? 4.1 Quorum and Voting ???????4.1.1 The quorum for meetings of the Committee shall be any two members, at least one of whom shall be an independent non-executive director.
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4.1.2 Questions arising at meetings of the Committee shall be determined by a majority of votes.
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4.2 Frequency of meetings ????4.2.1 The Committee shall hold at least one regular meeting in a year. Additional meetings of the Committee may be held as and when required.
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4.3 Attendance at meetings ????4.3.1 Members of the Committee may attend meetings of the Committee either in person or through other electronic means of communication or in such other manner as the members may agree.
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4.3.2 Where appropriate or required, other directors, representative(s) of human resources department, relevant senior management and person(s) invited by a Committee member may attend meetings of the Committee.
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4.4 Notice of meetings ????
4.4.1 A meeting of the Committee may be convened by any of its members or by the
Company Secretary.
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4.4.2 Unless otherwise agreed by all the members of the Committee, notice of at least 14 days shall be given for a regular meeting of the Committee. For all other meetings of the Committee, reasonable notice shall be given.
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4.4.3 Agenda and accompanying supporting papers shall be sent, in full, to all members of the Committee and to other attendees as appropriate at least 3 days before the date of the meeting (or such other period as the members may agree).
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4.5 Minutes of meetings ????4.5.1 The secretary of a Committee meeting shall record in sufficient detail the matters considered by the Committee and decisions reached.
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4.5.2 Draft version of minutes of a Committee meeting shall be sent to all Committee members for their comment within a reasonable time after the meeting is held. Final version of the minutes shall be sent to all members of the Board as soon as practicable.
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4.5.3 Minutes of meetings of the Committee shall be kept by the Company Secretary and shall be available for inspection by any member of the Committee or the Board at any reasonable time on reasonable notice.
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4.6 Written resolutions ?????4.6.1 Without prejudice to any requirement under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), written resolution may be passed and adopted by all members of the Committee.
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5. RESPONSIBILITIES AND AUTHORITIES OF THE COMMITTEE?????????
5.1 The responsibilities and authorities of the Committee shall include such responsibilities and authorities set out in the relevant code provisions of the Corporate Governance Code (the "CG Code") as contained in Appendix 14 to the Listing Rules (as amended from time to time).
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5.2 The Committee is authorized by the Board to investigate any activity within its terms of reference. It is authorized to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Committee.
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5.3 The Committee should consult the Chairman of the Board and/or Chief Executive
Officer about their proposals relating to the selection and appointment of directors.
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5.4 Without prejudice to any requirement under the CG Code, the duties of the
Committee include the following:
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(a) To review the structure, size, diversity and composition (including the skills, knowledge and experience) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company's corporate strategy.
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(b) To determine the procedures, process and criteria for identifying and assessing the qualifications of and evaluating candidates for directorships.
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(c) 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.
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(d) To assess the independence of independent non-executive directors.
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(e) To 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 Officer, taking into account the challenges and opportunities facing the Company, what skills and expertise are therefore needed on the Board in the future and with due regard for the benefits of diversity on the Board.
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5.5 The Committee shall be provided with sufficient resources to perform its duties and shall have access to independent professional advice, if necessary, at the expense of the Company.
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5.6 All members of the Committee shall have access to the advice and services of the Company Secretary, and separate and independent access to the Company's senior management for obtaining necessary information.
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6. REPORTING RESPONSIBILITIES ????6.1 The Committee shall report back to the Board on their decisions or recommendations, unless there are legal or regulatory restrictions on their ability to do so (such as a restriction on disclosure due to regulatory requirements).
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Note: If there is any inconsistency between the English and Chinese versions of this
Terms of Reference, the English version shall prevail
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