K & P International : Terms of Reference for the Nomination Committee

K & P International Holdings Limited

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(the "Company")

(Incorporated in Bermuda with limited liability)

(Stock code: 675) Terms of Reference for the Nomination Committee

(Adopted on 19 March 2012)

1. Constitution

The nomination committee (the "Committee") is established as a committee of the board
(the "Board") of directors of the Company.

2. Membership

The Committee is chaired by the chairman of the Board and comprises a majority of independent non-executive directors.
The Chairman and members of the Committee shall be appointed by the Board.
The Board may from time to time appoint additional members to the Committee from among the directors.

3. Secretary

The Company Secretary shall act as the secretary of the Committee.

4. Quorum and Attendance

A quorum shall be two members of the Committee.

5. Frequency of Meetings

The Committee shall meet with such frequency as it may consider appropriate (but in any event shall be at least once a year).

6. Authorities

The Committee is authorized by the Board to investigate any activity within its terms of reference. It is authorized to seek any information if reasonably requires from any employee and all employees are directed to co-operate with any request made by the Committee.
The Committee is authorized by the Board to seek independent professional advice at the Company's expenses when it considers appropriate. The Committee is to be provided with sufficient resources to perform its duties.

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K & P International Holdings Limited

Terms of Reference for the Nomination Committee (19 March 2012)

7. Duties

The duties of the Committee include the following:
(a) to review the structure, size 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;
(b) to identify individuals suitably qualified to become members of the Board 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 and succession planning for directors, in particular the chairman and the chief executive; and
(e) to review the Committee's terms of reference and its own effectiveness and recommend to the Board from time to time any necessary changes.

8. Minutes

Full minutes of Committee meetings should be kept by the secretary of the Committee, and the draft and final versions of the minutes of meetings of the Committee shall be circulated to all members of the Board for their comment and records respectively, in both cases within a reasonable time after the meeting.

Note: If there is any inconsistency between the English and Chinese versions of these terms of reference, the

English version shall prevail.

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