Haitong UniTrust International Leasing : TERMS OF REFERENCE OF THE NOMINATION COMMITTEE OF THE BOARD OF DIRECTORS

海通恆信國際融資租賃股份有限公司

Haitong Unitrust International Financial Leasing Co., Ltd.

(A joint stock company incorporated in the People's Republic of China with limited liability)

NOMINATION COMMITTEE UNDER THE BOARD OF DIRECTORS

TERMS OF REFERENCE

The English version is for reference only. Should there be any inconsistency between the English and Chinese versions, the latter shall prevail.

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Chapter 1  General Provisions

Clause 1 In order to further regulate the election and appointment of directors, general manager and other senior management of Haitong Unitrust International Financial Leasing Co., Ltd. (the "Company"), improve the corporate governance structure and facilitate the achievement of long-term strategic goals, the Nomination Committee under the board of directors of the Company is established with these terms of reference in accordance with the Company Law of the People's Republic of China, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Hong Kong Listing Rules"), the Articles of Association of Haitong Unitrust International Financial Leasing Co., Ltd. (the "Articles") and relevant terms of reference of the board of directors.

Clause 2 The Nomination Committee is a special committee set up by the board of directors according to a resolution of the shareholders' general meeting. It shall be accountable to the board of directors and is mainly responsible for discussing and providing suggestions on selection of candidates, selection standards and procedures for directors and senior management.

Clause 3 The "directors" herein refers to directors who receive remunerations from the Company, while "senior management" refers to the general manager, deputy general managers, chief financial officer, chief risk officer (risk control officer), secretary to the board of directors, compliance officer, assistants to general manager and other senior management members appointed by the board of directors as stipulated under the Articles.

Chapter 2  Composition

Clause 4 The Nomination Committee shall consist of three directors, with a majority of whom being independent non-executive directors.

Clause 5 The Nomination Committee shall have a chairman (convener) who shall be the chairman of the board of directors, and shall preside over the activities of the Nomination Committee.

Clause 6 Except the chairman, members of the Nomination Committee shall be nominated by the chairman of the board of directors, not less than half of the independent non- executive directors or one-third of all the directors, and shall be elected by more than half of all the members of the board of directors.

Clause 7 The chairman of the Nomination Committee shall be in charge of any matters related to nomination, which have been considered and approved by the Nomination Committee.

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Clause 8 The term of office of the Nomination Committee shall be the same as that of the board of directors. A member of the Nomination Committee may serve consecutive terms if re-elected upon the expiry of his/her term of office. A member shall cease to be a member when he/she is no longer a director of the Company, and the board of directors shall fill up the vacancy in accordance with Clauses 4 to 6 above.

Clause 9 If a member of the Nomination Committee fails to attend meetings of the Nomination Committee in person for two consecutive times and does not delegate another member to act on his/her behalf, he/she shall be deemed as incapable of performing his/her duties, and shall be replaced by the board of directors.

Save as the circumstances set out in the aforesaid clauses and the circumstances in which a person is prohibited from acting as a director or independent director in the Articles, a member of the Nomination Committee shall not be removed without reasons before the expiry of his/her term of office.

Clause 10 A member of the Nomination Committee may tender his/her resignation during his/her term of office in compliance with the laws, regulations and relevant requirements in the Articles in relation to the resignation of directors or independent directors.

Clause 11 Where the board of directors removes the position of a member of the Nomination Committee pursuant to the first paragraph of Clause 9 hereof or a member resigns from his/her position as a member of the Nomination Committee before expiry of his/her term of office pursuant to Clause 10 hereof, he/she may continue to perform his/her duties as a director or independent director of the Company during his/her term of office without any prejudice.

Clause 12 The general office of the board of directors shall be responsible for assisting the Nomination Committee in performing its duties and carrying out its work.

Chapter 3  Duties and Authorities

Clause 13 The responsibilities of the Nomination Committee include:

1. reviewing the structure, size and composition (including the skills, knowledge and experience) of the board of directors at least once a year and making recommendations on proposed changes to the board of directors in accordance with the corporate strategy of the Company based on the relevant provisions of the Company Law and specific circumstances such as the characteristics of the shareholding structure of the Company. In considering the composition of the board of directors, various aspects regarding the diversity of the members shall be taken into account, including but not limited to gender, age, cultural and education background and professional experience;

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1. examining and proposing to the board of directors the standards and procedures for the selection of directors and senior management;

1. identifying qualified candidates for directors and senior management extensively;

(IV)	reviewing and making recommendations on the candidates for directors and
	senior management;

1. reviewing and making recommendations on the candidates for other senior management required to be appointed by the board of directors;

(VI)	evaluating the independence of independent non-executive directors;
(VII)	making recommendations to the board of directors on the appointment or re-
	appointment of directors, and the succession plan for directors (particularly
	the chairman of the board of directors and the general manager);
(VIII)	other duties as stipulated by the Articles and matters authorized by the board
	of directors.

Clause 14 The board of directors, in the absence of sufficient reasons or reliable evidence, shall fully respect the recommendations made by the Nomination Committee.

Clause 15 According to laws, regulations, the Articles and relevant procedures of meetings, if the resolutions passed by the meetings of the Nomination Committee are within the scope of approval by the board of directors, the relevant resolutions passed by, and voting results of, the Nomination Committee shall be submitted in writing to the board of directors of the Company for approval.

Chapter 4  Responsibilities of the Chairman

Clause 16 The chairman of the Nomination Committee shall mainly perform the following responsibilities:

1. convening regular meetings of the Nomination Committee;

1. convening extraordinary meetings of the Nomination Committee under special circumstances;

1. presiding over meetings of the Nomination Committee;

(IV)	arranging and preparing research reports on nomination projects;

1. reviewing and finalizing daily research reports;

(VI)	other duties as authorized by the board of directors and the Nomination
	Committee.

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Chapter 5  Working Procedures

Clause 17 Pursuant to the applicable laws and regulations and the requirements of the Articles, in line with the actual circumstances of the Company, the Nomination Committee shall examine the conditions and procedures for the selection of directors and senior management, prepare resolutions for consideration and approval by the board of directors and execute the resolutions accordingly.

Clause 18 Procedures for the selection of directors and senior management:

1. the Nomination Committee shall actively communicate with relevant departments of the Company, conduct research and prepare written materials on the demands of the Company for directors and senior management;

1. the Nomination Committee may extensively identify and select candidates for directors and senior management in the Company, controlling (shareholding) enterprises and talent market;

1. collecting information of candidates such as occupation, education qualification, detailed working experience and part-time jobs, and preparing written materials accordingly;

(IV) the Nomination Committee shall fully consider opinions of the nominees in respect of the nomination;

1. convening meetings of the Nomination Committee, and conducting reviews on the qualification of the initial candidates in accordance with the job requirements of directors and senior management;

(VI)	submitting suggestions and relevant materials regarding the candidates for
	directors and senior management to the board of directors before election
	and appointment;
(VII)	the Nomination Committee, in performing its duties, may invite people
	with relevant experience and experts from independent and professional
	consulting institutions to attend meetings or convene an expert review
	meeting if so required;
(VIII)	carrying out other follow-up work based on the decisions and feedback of
	the board of directors.

Clause 19 The Human Resources Department of the Company, as a daily working body of the Nomination Committee, shall be responsible for the preliminary preparation work for the decision-making of the Nomination Committee.

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	Chapter 6  Procedures of Meetings
Clause 20	The Nomination Committee shall convene at least one meeting every year. The
	chairman may propose to convene an extraordinary meeting, and the notice of the
	meeting shall be served to all members five days prior to the meeting. The meeting
	shall be presided over by the chairman. In the event that the chairman is unable
	to attend the meeting, he/she may authorize another member to preside over the
	meeting.
Clause 21	Meetings of the Nomination Committee shall not be held without the presence of no
	less than two-thirds of the members. Each member shall have one vote. A resolution
	of the meeting shall be passed by a simple majority of the votes of all members.
Clause 22	The voting of the meeting of the Nomination Committee shall be made by a show of
	hands or by poll and may also be convened by way of correspondence. Members of
	the Nomination Committee may attend the meetings in person, or may appoint other
	members as proxies to attend and exercise voting rights on their behalf. A member
	of the Nomination Committee who appoints another member as his proxy to attend
	a meeting and exercise his/her voting right shall submit a written power of attorney
	to the chairman of the meeting. The power of attorney shall set out the name of the
	proxy, subject matters of representation and scope of the authorization, with the
	signature or seal of the appointer. The power of attorney shall be submitted to the
	chairman of the meeting no later than the beginning of the voting process at the
	meeting.
Clause 23	The directors, supervisors and senior management may be invited by the
	Nomination Committee to observe its meetings when necessary. The Nomination
	Committee may, if necessary, engage intermediary institutions to provide
	professional advice on its decisions at the expense of the Company.
Clause 24	When a matter in connection with a member of the Nomination Committee
	is considered at the meeting, the person concerned shall withdraw from such
	consideration.
Clause 25	The convening, voting and passing of resolutions of the meetings of the Nomination
	Committee shall be in compliance with the requirements under the relevant laws,
	regulations, the Hong Kong Listing Rules, the Articles and these terms of reference.
Clause 26	Minutes shall be kept for the meetings of the Nomination Committee and shall be
	signed by members present at the meetings. The minutes of the meetings shall be
	filed by the Company. Upon the reasonable notice of any directors, such minutes
	shall be available for inspection by the director in a reasonable period of time.
Clause 27	Minutes of the meetings of the Nomination Committee shall record the matters
	considered and decisions reached at the meetings, including any concerns raised by
	the directors or dissenting views expressed by the members.

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Clause 28 All members of the Nomination Committee and persons observing the meeting shall keep the matters discussed at the meetings confidential, and shall not disclose the relevant information without authorization.

Chapter 7  Supplementary Provisions

Clause 29 For any matters not covered by these terms of reference, the relevant laws and regulations of the PRC, the Hong Kong Listing Rules and the Articles shall prevail. In the event that these terms of reference are in contravention with the laws and regulations subsequently promulgated by the PRC government, the Hong Kong Listing Rules or the Articles as amended under lawful procedures, the relevant laws and regulations of the PRC, the Hong Kong Listing Rules and the Articles shall prevail. Amendments to these terms of reference shall be made forthwith and submitted to the board of directors for approval.

Clause 30 These terms of reference have been approved by the board of directors and shall become effective and applicable from the date on which the overseas listed foreign shares (H shares) of the Company are issued and listed on The Stock Exchange of Hong Kong Limited. Since the date on which these terms of reference become effective, the original "Terms of Reference of the Nomination Committee under the Board of Directors" of the Company will lapse automatically. The board of directors of the Company shall be responsible for amending and interpreting these terms of reference.

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