TA YANG GROUP HOLDINGS LIMITED

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(incorporated in the Cayman Islands with limited liability) (the "Company") TERMS OF REFERENCE OF THE NOMINATION COMMITTEE OF THE BOARD OF DIRECTORS Adopted on 16 May 2007 (revised on 14 January 2014)

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TA YANG GROUP HOLDINGS LIMITED

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(incorporated in the Cayman Islands with limited liability) (the "Company") Regulations ("Regulations") relating to the nomination committee (the "Nomination Committee") of the board of directors (the "Board") of the Company A. Constitution

Pursuant to the resolution passed on 16 May 2007 by the Board, the Nomination
Committee is a committee of the Board.

B. Nomination Committee 1. Membership

1.1 Members of the Nomination Committee shall be appointed by the Board from amongst the directors of the Company only and shall consist of not less than three (3) members, with the majority being independent non-executive directors of the Company.
1.2 The chairman (the "Chairman") of the Nomination Committee shall be appointed by the Board.
1.3 The secretary of the Nomination Committee shall be appointed by the Board.
1.4 The appointment of the members and secretary of the Nomination Committee may be revoked, or additional members may be appointed to the Nomination Committee by separate resolutions passed by the Board.

2. Proceedings of the Nomination Committee 2.1 Notice

2.1.1 Unless otherwise agreed by all the Nomination Committee members, a meeting of the
Nomination Committee shall be called by at least seven (7) days' notice.
2.1.2 A member of the Nomination Committee may and, on the request of a member of the Nomination Committee, the secretary to the Nomination Committee shall, at any time summon a meeting of the Nomination Committee. Notice shall be given to each member of the Nomination Committee orally in person or in writing or by telephone or by telex or telegram or facsimile transmission at the telephone number or facsimile number or address from time to time notified to the secretary by such member of the Nomination Committee or in such other means as the members may from time to time determine. Any notice given orally shall be confirmed in writing.
2.1.3 Notice of meeting shall state the time and place of the meeting and shall be accompanied by an agenda together with other documents which may be required to be considered by the members of the Nomination Committee for the purposes of the meeting.

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2.2 Quorum

The quorum of the Nomination Committee meeting shall be two (2) members of the
Nomination Committee.

2.3 Attendance of meetings by non-members

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

2.4 Frequency of meetings

Meetings shall be held at least once every year. The members of the Nomination
Committee may call any meetings at any time when necessary.

2.5 Voting

Resolutions of the Nomination Committee at any meeting shall be passed by a majority of votes of the members of the Nomination Committee present.

2.6 Others

Meetings could be held in person, by telephone or by video conference. Members of the Nomination Committee may participate in a meeting of the Nomination Committee by means of a telephone conference or similar communication equipment by means of which all persons participating in the meeting of the Nomination Committee are capable of hearing each other.

3. Written resolutions

Resolutions may be passed by all members of the Nomination Committee in writing.

4. Alternate members

A member of the Nomination Committee may not appoint any alternate.

5. Authority

The Nomination Committee may exercise the following powers:
(a) to obtain sufficient resources to discharge its duties including access to independence professional advice at the Company's expense as the Nomination Committee considers necessary in discharge of its duties;
(b) to determine the policy for the nomination of directors of the Company;
(c) to delegate its authority and duties to sub-committees, or individual members of the Nomination Committee, as it deems appropriate;
(d) to do any such things to enable the Nomination Committee to discharge its authority and duties conferred on it by the Board; and
(e) to conform to any requirement, direction, and regulation that may from time to time be prescribed by the Board or contained in the constitution of the Company or imposed by legislation.

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6. Duties

The duties of the Nomination Committee shall include, without limitation:
(a) to review the structure, size and composition (including but not limited to gender, age, cultural background, educational background, professional experience, skills, knowledge, experience and length of service) of the Board at least annually and to make recommendation to the Board with regard to any proposed changes to implement the Company's corporate strategy;
(b) to identify individuals suitably qualified to become Board members and to select or to 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 relevant matters relating to the appointment or re-appointment of directors and the succession planning for directors, in particular, the Chairman and the chief executive officer; and
(e) to review the Board Diversity Policy as appropriate; and review the measurable objectives that the Board has set for implementing the Board Diversity Policy, and the progress on achieving the objectives; and make disclosure of its review results annually in the Corporate Governance Report.

7. Reporting procedures

7.1 The Committee shall report to the Committee's findings and recommendation to the
Board on a regular basis.
7.2 The secretary to the Nomination Committee shall circulate the draft and final minutes of meetings and all written resolutions of the Nomination Committee to all members of the Board.
7.3 The secretary to the Nomination Committee shall maintain as part of the Company's
corporate records all approved minutes and reports.

8. Annual General Meeting of the Company

The Chairman or another member of the Nomination Committee shall attend the Company's annual general meetings and be prepared to respond to questions raised by shareholders on the Nomination Committee's activities and responsibilities.

9. Continuing applications of the articles of association of the Company

The articles of association of the Company regulating the meetings and proceedings of the Directors so far as the same are applicable and not inconsistent with the provisions of these Regulations shall apply, mutatis mutandis, to regulate the meetings and proceedings of the Nomination Committee.

10. Powers of the Board

The Board may, subject to compliance with the articles of association of the Company and the Listing Rules, amend, supplement and revoke these Regulations and any resolution passed by the Nomination Committee provided that no amendments to and revocation of these Regulations and the resolutions passed by the Nomination Committee shall invalidate any prior act and resolution of the Nomination Committee which would have been valid if these Regulations or resolution had not been amended or revoked.

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