Yorkey Optical International Cayman : Terms of Reference for Nomination Committee(2018.10.30)

YORKEY OPTICAL INTERNATIONAL (CAYMAN) LTD.

(Stock Code: 2788)

Terms of Reference for Nomination Committee

1.

Role and Objective

1.1 The purpose of the Nomination Committee (the "Committee") is to identify, screen and recommend to the board of directors (the "Board") appropriate candidates to serve as directors of Yorkey Optical International (Cayman) Ltd. (the "Company"), to oversee the process for evaluating the performance of the Board and to develop, recommend to the Board and monitor nomination guidelines for the Company.

2.

Membership of the Committee

2.1. Members of the Committee shall be appointed by the Board from amongst the directors of the Company and shall comprise not less than three members. Majority of the Committee members shall be independent non-executive directors.

2.2. The Chairman of the Committee shall be appointed by the Board and shall be either the Chairman of the Board or an independent non-executive director appointed by the Board.

2.3. The appointment of the members of the Committee may be revoked, or additional members may be appointed to the Committee by separate resolutions passed by the Board and by the Committee. An appointment of Committee member shall be automatically revoked if such member ceases to be a member of the Board.

3.

Authority

3.1. The Committee is authorized by the Board to determine the procedures, process and criteria to be adopted for purposes of selecting and recommending candidates for directorship and any employee of the Company and its subsidiaries and any professional adviser are required to provide the Committee with sufficient resources to perform its duties, including but not limited to submitting reports, attending Committee meetings, supplying information and addressing the questions raised by the Committee.

3.2. The Committee should seek independent professional advice, at the Company's expense, to perform its responsibilities where necessary.

4.

Meetings and Administrative Matters

• 4.1. The Committee shall meet at least once annually, or more frequently if circumstances require.

• 4.2. The quorum of a meeting of the Committee shall be two members, which at least one of the members shall be an independent non-executive director.

4.3. Unless otherwise agreed by all the Committee members, a meeting shall be called by at least 14 days' notice. Irrespective of the length of notice being given, attendance of a Committee member at a meeting constitutes a waiver of such notice unless the Committee member attending the meeting attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the grounds that the meeting has not been properly convened.

4.4. The Chairman (or in his or her absence, a member designated by the Chairman) shall preside at all meetings of the Committee. The Chairman shall be responsible for leading the Committee, including scheduling meetings, preparing agendas and making regular reports to the Board.

4.5. The agenda of a meeting together with the relevant documents shall with best effort be circulated to the Committee members and other attendees at least three days before the scheduled date of the Committee meeting.

4.6. A member or members of the Committee may participate in a meeting of the Committee by means of such telephonic, electronic or other communication facilities as permit all persons participating in the meeting to communicate adequately with each other, and a member participating in such a meeting by any such means is deemed to be present at that meeting.

4.7. At the invitation of the Committee and/or the Chairman of the Board, external advisers and other persons may be invited to attend all or part of any meetings. Only members of the Committee are entitled to vote at the meetings.

4.8. A member of the Committee or an officer of the Company, or any other person selected by the Committee, shall act as the secretary of the Committee for the purposes of recording the minutes of each meeting. Full minutes of the Committee meetings should be kept by the secretary of the meeting. Draft and final versions of minutes of the meetings should be sent to all Committee members for their comment and records, within a reasonable time after the meetings.

5.

Responsibilities of the Committee

The Committee shall perform the following duties:

5.1. to review at least annually the structure, size and composition (including the skills, knowledge and experience) of the Board and make recommendations on any proposed changes to the Board to complement the Company's corporate strategy;

5.2. 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;

5.3. to assess the independence of independent non-executive directors;

5.4. to make recommendations to the Board on the appointment or reappointment of directors and succession planning for directors, in particular the chairman and the chief executive;

5.5. design, review and amend the nomination policy for directors as appropriate, and advise the Board on the disclosure of the summary of the nomination policy for the year;

5.6. where the Board proposes a resolution to elect an individual as an independent non-executive director at the general meeting, the Committed should advise the Board on the disclosure in the circular to shareholders and/or explanatory statement accompanying the notice of the relevant general meeting;

5.7. review and amend the Board diversity policy as appropriate and disclose the diversity policy or policy summary in the corporate governance report; and

5.8. to do any such things to enable the Committee to discharge its powers and functions conferred on it by the Board.

6. Reporting Responsibilities

6.1. The Committee Chairman shall report to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.

6.2. The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its responsibilities where action or improvement is needed.

7. Annual General Meetings

7.1. The Chairman of the Committee shall attend annual general meetings of the Company as much as possible to respond to the questions of any shareholders on the affairs of the Committee.

7.2. If the Chairman of the Committee is unable to attend an annual general meeting of the Company, he/she shall arrange another member of the Committee (or if such member fails to attend the meeting, then his/her duly appointed representative) to attend the meeting. Such person shall be prepared for responding to the questions of any shareholders on the affairs of the Committee.

8.

Publication of the terms of reference of the Committee

The Committee should make available its terms of reference, explaining its role and the authority delegated to it by the Board by including them on the website of the Company and on the website of The Stock Exchange of Hong Kong Limited.

Revision endorsed by the Board on 30 October 2018

If there is any inconsistency between the English and Chinese versions of these terms of reference, the English version shall prevail.