Chu Kong Shipping Enterprises : Announcements and Notices - Terms of Reference of the Nomination Committee

CHU KONG SHIPPING ENTERPRISES (GROUP) COMPANY LIMITED

NOMINATION COMMITTEE

TERMS OF REFERENCE

1. The Board of Directors ("the Board") of Chu Kong Shipping Enterprises (Group)

Company Limited ("the Company") has established a Nomination Committee ("the Committee") with written terms of reference pursuant to the resolution of the Board on 20th June 2011, which was revised on 15th August 2013 and 1st January 2019.

Membership

2. The Committee members shall be the directors of the Company and from time to time appointed by the Board. The Committee shall consist of not less than three members, a majority of whom shall be independent non-executive directors.

3.

The chairman of the Committee shall be appointed by the Board ("the Committee Chairman").

Meetings and Quorum

• 4. The Committee shall meet with such frequency and at such times as it may determine. The Committee shall report to the Board on their decisions or recommendations, unless there are legal or regulatory restrictions on their ability to do so.

• 5. The Committee may invite any director, executive, external auditor or person to attend the meeting of the Committee as it may from time to time consider desirable to assist the Committee in the attainment of its objective.

• 6. Only members of the Committee are entitled to vote at the meetings.

• 7. The quorum for the meetings shall be 2 members, one of whom should be the Committee Chairman.

• 8. A resolution in writing signed by all the members for the time being shall be as valid and effectual as a resolution passed at a meeting duly called and constituted. Such resolution may be contained in one document or in several documents in like form each signed by one or more of the members.

• 9. The secretary of the Committee ("the Committee Secretary") shall be the person appointed by the Committee Chairman.

Objective

10. The purpose of the Committee is to make recommendations to the Board on the appointment of directors and senior executives.

Annual General Meetings

11. The Committee Chairman shall, as far as practicable, attend the Company's annual general meeting and be prepared to respond to any shareholder's questions on the Committee's activities.

Authority

• 12. The Committee is authorized by the Board to obtain external independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.

• 13. The Committee shall be provided with sufficient resources to discharge its duties. The Committee shall be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any external nomination consultant who advises the Committee.

Duties

14. The duties of the Committee shall be:

a) to make recommendations to the Board on the scale and composition of the

Board according to the Company's operation activities, assets scale and structure of the equity interest;

• b) to review the structure, size and composition (including the skills, knowledge and experience) of the Board and the senior executives on a regular basis and make recommendations to the Board regarding any proposed changes;

• c) to identify individuals suitably qualified to become members of the Board and the senior executives and select or make recommendations to the Board on the selection of, individuals nominated for directorship and senior executive :

• d) to assess the independence of independent non-executive directors;

• e) to examine and make recommendations on the candidates for the position of directors and senior executives;

• f) to make recommendations to the Board on relevant matters relating to the appointment or re-appointment of directors and succession planning for directors, in particular the chairman and the managing director;

• g) 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:

  • 1) the process used for identifying the individual and why the Board believes the individual should be elected and the reasons why it considers the individual to be independent;

  • 2) if the proposed independent non-executive director will be holding their seventh (or more) listed company directorship, why the Board believes the individual would still be able to devote sufficient time to the Board;

  • 3) the perspectives, skills and experience that the individual can bring to the Board; and

  • 4) how the individual contributes to the diversity of the Board.

• h) to give due regard to the benefits of diversity on the Board against objective criteria in reference to the Board Diversity Policy when performing its duties;

• i) to review the Board Diversity Policy as appropriate and to review the measurable objectives under the Board Diversity Policy and the progress of attainment, so as to ensure effective implementation; and

• j) to review the Nomination Policy as appropriate and to review the nomination procedures, process and criteria to select and recommend candidates for directorship;

• k) to exercise such other powers, authorities and discretions, and perform such other duties, of the directors in relation to the nomination of directors as the Board may from time to time delegate to it, having regard to the Hong Kong Companies Ordinance, the Listing Rules and the Articles of Association of the Company.

Reporting procedures

• 15. Full minutes of the meetings of the Committee should be kept by the Committee Secretary. Draft and final versions of minutes of the Committee should be sent to all members of the Committee for their comments and records respectively within reasonable time after the meeting.

• 16. The Committee Secretary shall circulate the minutes of the meetings of the Committee together with the relevant report(s) to all members of the Board within reasonable time after the meeting.

Dated this 1st day of January, 2019