Terms of Reference for the Nomination Committee

1.0      Definition
1.1    For the purposes of these terms of reference (the "Terms"):

1. "Board" means the board of directors of the Company.
2. "Directors" mean the members of the Board.
3. "Executive Directors" mean the executive directors of the Board.
4. "Independent Non-Executive Directors" mean the independent non-executive directors of the Board.
5. "Non-Executive Directors" mean the non-executive directors of the Board.
6. "Senior Management" means the president, vice presidents, company secretary and any other officers of the Company need to be appointed by the Board from time to time.
7. "Nomination Committee" or "Committee" means the Nomination Committee established by the resolution of the Board in accordance with clause 2 of these Terms.

2.0      Constitution
The Board resolved to establish a committee of the Board to be known as the Nomination Committee on 18 August 2010.

3.0      Membership
3.1      The Nomination Committee shall be appointed by the Board from time to time from amongst Non-Executive Directors and shall consist of five members, a majority of whom shall be Independent Non-Executive Directors.
3.2      The chairman of the Nomination Committee (the "Chairman") shall be either the Chairman of the Board or an Independent Non-Executive Director, who is nominated by the Chairman of the Board, or more than half of the Independent Non-Executive Directors, or more than one-third of the Directors, and elected by the Board.

4.0      Meetings
4.1      The Committee shall meet at least annually. The Chairman shall convene a meeting as and when necessary or as requested by any two members of the Nomination Committee.
4.2      The quorum of the meeting shall be three. Each member shall have one vote. Any decision made by the Committee shall require at least two-thirds of the votes.
4.3      Fifteen days' notice shall be given to all members before a meeting (except for special circumstances). Agenda of Committee meeting and accompanying meeting papers should be sent to all Committee members at least 3 days before the intended date of the meeting (except for special circumstances).
4.4      Directors and Senior Management other than Committee members may be invited to attend the meetings, if necessary.

5.0      Authority
5.1      The Nomination Committee is authorized by the Board to discharge its duties within these Terms. It is authorized to seek any relevant information it requires from the Senior Management who is directed to co-operate with the Nomination Committee.
5.2      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 this necessary. The relevant expense shall be paid by the Company.
5.3      Without adequate reason or reliable evidence, the substantial shareholder(s) shall respect the proposals on the nomination of Directors and Senior Management that are made by the Nomination Committee.

6.0      Duties
6.1      The duties of the Nomination Committee shall include:
A.   to review the following items at the meeting of the Nomination Committee:

1. 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;
2. evaluation of the contribution by a Director in performing his responsibilities on an annual basis:
1. the Nomination Committee should despatch the "Assessment Form for Individual Director" to each individual Director for his/her completion initially and submission to the Nomination Committee;
2. the Nomination Committee should complete the "Assessment Form for Individual Director" based on the respective self-assessment by individual Director and make recommendations to the Board for its approval.
3. evaluation of the Board's performance on an annual basis:
1. the Nomination Committee should despatch the "Assessment Form for Board of Directors by Individual Director" to each individual Director for his/her completion initially and submission to the Nomination Committee;
2. the Nomination Committee should complete the "Assessment Form for Board of Directors by Nomination Committee" based on the assessment by individual Directors and make recommendations to the Board for its approval.

B.   to study the selection criteria and procedure for the nomination of Directors and Senior Management, and make proposals to the Board;
C.   to establish proper succession plans for Directors and Senior Management (in particular the Chairman of the Board and the chief executive of the Company), and regularly review the plans to meet the needs of the Company;
D.   to screen qualified candidates for Directors and Senior Management in a broad range;
E.    to evaluate the candidates for Directors and Senior Management and make proposals to the Board on their appointment and re-appointment;
F.    to assess the independence of Independent Non Executive Directors; and
G.    other matters delegated by the Board from time to time.
6.2      The Nomination Committee is responsible to the Board and proposals raised by the Committee shall be resolved by the Board.
6.3      Committee members shall have an obligation to keep all matters discussed by the Committee confidential and shall not release any related information to outsiders without the Committee's permission.

7.0      Reporting Procedures
7.1      The Committee shall report its findings and recommendations to the Board.
7.2      The secretary of the Committee shall keep proper records of its proceedings and minutes of meetings and reports of the Nomination Committee shall be dispatched to all members of the Board after approval and signature by members of the Committee.

8.0      Annual General Meeting
The Chairman (or in his absence, his duly appointed delegate) of the Committee should attend the Annual General Meeting of the Company and make himself available to respond to any shareholder questions on the Committee's activities.