Sinotrans Shipping : Summary of terms of reference of the Nomination Committee

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SINOTRANS SHIPPING LIMITED

(incorporated in Hong Kong with limited liability)

Summary of terms of reference of the Nomination Committee

The Nomination Committee

The board of directors (the "Board") of SINOTRANS SHIPPING LIMITED (the "Company") established a committee of the Board known as the Nomination Committee (the "Nomination Committee"), a summary of its constitution and particular duties are set out below:-

(1) Membership

The members of the Nomination Committee shall be appointed by the Board from amongst the directors of the Company (the "Directors") and the Nomination Committee shall consist of not less than three members, the majority of which shall be independent non-executive directors.
The chairman of the Nomination Committee must be the chairman of the Board or an independent non-executive Director.

(2) Secretary of Nomination Committee

The company secretary shall be the secretary of the Nomination Committee.
The Nomination Committee may from time to time appoint another secretary with appropriate qualification and experience.

(3) Attendance at meetings

A quorum shall be two members. Other Board members, apart from the Nomination Committee members, have the right to attend any Nomination Committee meetings, though they shall not be counted in the quorum.

(4) Frequency of meetings

At least one meeting will be held each year.

(5) Authority

The Nomination Committee is authorized by the Board to seek any necessary information which is within the Nomination Committee's scope of duties from the employees.
The Nomination Committee is authorized by the Board to obtain outside independent professional advice, and to secure the attendance of outsiders with relevant experience and expertise if it considers necessary.

(6) Duties

The duties of the Nomination Committee shall include, but shall not be limited to the following:
1. To review the structure, size and composition of the Board (including the skills, knowledge and experience) at least annually and make recommendations on any proposed changes to the Board to complement the Company's corporate strategy.
2. 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.
3. 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.
4. To assess the independence of independent non-executive Directors.

5. Where the Board proposes a resolution to elect an individual as an independent non-executive Director at the general meeting, it should set out in the circular to shareholders and/or explanatory statement accompanying the notice of the relevant general meeting why they believe he should be elected and the reasons why they consider him to be independent.

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