Synertone Communication : Announcements and Notices - Terms of Reference of the Nomination Committee

SYNERTONE COMMUNICATION CORPORATION

協 同 通 信 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1613) Terms of Reference of the Nomination Committee SYNERTONE COMMUNICATION CORPORATION

協同通信集團有限公司

(Incorporated in the Cayman Islands with limited liability)

Terms of Reference of the Nomination Committee

"Company"	means Synertone Communication Corporation
"Group"	means the Company and its subsidiaries
"Board"	means the board of Directors
"Nomination Committee"	means the Nomination Committee of the Board
"Director(s)"	means the director(s) of the Company
"Independent Non-Executive Directors"	means the independent non-executive Directors of the Company as defined in the Listing Rules
"Stock Exchange"	means the Stock Exchange of Hong Kong Limited
"Listing Rules"	means the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited
"Senior Management"	means the staff members regarded as senior management under the Listing Rules

(Adopted and passed on 22 March 2012, and revised by the Board on 30 November 2016) Definition

Purpose of the Nomination Committee

The purpose of the Nomination Committee is to conduct nomination and appointment of Board numbers and increase efficiency of the Board.

Constitution

1. The members of the Nomination Committee shall be appointed by the Board and shall consist of not less than three Directors, a majority of whom should be Independent Non- Executive Directors.

2. The chairman of the Nomination Committee shall be appointed by the Board and shall be an Independent Non-Executive Director. In the case of equality of votes, the chairman of the Nomination Committee shall have a second or casting vote.

3. The secretary of the Nomination Committee shall be the company secretary of the Company. The secretary of the Nomination Committee shall, as far as practicable, attend all meetings of the Nomination Committee.

   Declaration of Interest

4. Each member in the Nomination Committee shall declare to the Nomination Committee any of his/her personal financial interest in connection with any matter to be resolved by the Nomination Committee and any potential conflict of interest in connection with such matter. Any member with such interest or relates to such potential conflict of interest shall be abstained from voting in the Nomination Committee's resolution and discussion in respect of the related matters. The interested member shall resign if requested by the Board.

   Meeting Proceedings

5. The Nomination Committee shall meet at least once a year (or in accordance with the regulations of regulatory authorities applicable to the Company from time to time) at the time as required to discharge its duties. The meeting shall be convened and chaired by the chairman of the Nomination Committee. At least seven days' prior notice must be given to all members of the Nomination Committee before meeting (unless otherwise agreed by all members of the Nomination Committee) providing information of the proposed meeting (including but not limited to the purpose, time, place, date, agenda of the meeting and the relevant documents)

6. The quorum of the meeting shall be two members and one of whom shall be an Independent Non-Executive Director. They may attend meetings in person or through telephone conference or other communication facilities by means of which all attendees of the meeting are capable of hearing each other.

7. The Nomination Committee may invite other Directors, outsiders with relevant experience and professional expertise, consultants or Senior Management to attend the meeting if it considers necessary for the discussion in the meeting. The engagement of professionals shall be at the reasonable expense of the Company.

8. Resolutions of the Nomination Committee shall be passed by a simple majority of votes.

9. The Nomination Committee shall report to the Board after each meeting.

10. At all times the chairman of the Board shall be notified in advance of all meetings of the Nomination Committee and may be in attendance thereat, provided that he shall not be in attendance when his own remuneration package or benefits are being discussed.

    Authority and Duties

11. The Nomination Committee is authorized by the Board to:

12. review the structure, size and diversity (including without limitation, gender, age, cultural and educational background, ethnicity, professional experiences, 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;

13. identify individuals suitably qualified to become Board members and select or make recommendations to the Board on the selection of individuals nominated for directorships. In identifying suitable candidates, the Committee shall consider candidates on merit and against the object criteria, with due regard for the benefits of diversity on the Board;

14. assess the independence of the Independent Non-Executive Directors;

15. review the Board Diversity Policy, as appropriate; and to review the measurable objectives that the Board has set for implementing the Board Diversity Policy, and the progress on achieving the objectives; and to make disclosure of its review results in the Corporate Governance Report annually;

16. 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 officer of the Company;

17. perform any other duties as the Board considers necessary;

18. obtain information it requires from any employee of the Company to perform its duties; and

19. obtain independent legal or other professional advice on any matters within these terms of reference at the Company's expenses.