Dongyue Group Ltd : Terms of Reference for Nomination Committee

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(incorporated in the Cayman Islands with limited liability)

(Adopted on 18 March 2012)

For the purpose of these terms of reference (the "Terms")

"Board" means the board of directors of the Company

"Company Secretary" means the company secretary of the Company

"Directors" means the members of the Board

"Nomination Committee" means the nomination committee established by the resolution of the

Board in accordance with the Terms

"Shareholders" means the shareholders of the Company

The Board has resolved to establish a committee of the Board to be known as Nomination Committee

The members of the Nomination Committee shall be from time to time appointed by t he Board and a majority of whom shall be independent non-executive Directors. A quorum shall be two members. The chairman of the Nomination Committee shall be chaired by the Chairman of the Board.

Frequency and conduct of meetings

The Committee shall meet as and when necessary or as requested by any member of the Nomination Committee. An agenda and accompanying papers should be sent in full to all members of the Nomination Committee in a timely manner and at least 3 days before the intended date of a meeting of the Nomination Committee (or such other period as agreed by its members)

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Annual General Meeting

The chairman of the Nomination Committee shall, as far as practicable, attend the Company's annual general meetings and be prepared to respond to any Shareholder's questions on the Nomination Committee's activities.

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

Duties

The duties of the Nomination Committee shall include:
(a) review 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;
(b) identify individuals suitably qualified to become members of the Board and select or make recommendations to the Board on the selection of individuals nominated for directorships;
(c) assess the independence of independent non-executive Directors; and
(d) 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.

Reporting Procedures

Minutes of the Nomination Committee's meetings shall be kept by a duly appointed secretary of the meeting (who should normally be the Company Secretary), and such minutes shall be available for inspection at any reasonable time on reasonable notice by any Director.
Draft and final versions of minutes of such meetings should be sent to all members of the Nomination Committee for their comment and records respectively, in both cases within a reasonable time after such meetings.
Without prejudice to the generality of the duties of the Nomination Committee set out in the Terms, the Nomination Committee shall report back to the Board and keep the Board fully informed of its decisions and recommendations, unless there are legal or regulatory restrictions on its ability to do so.

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This press release was issued by Dongyue Group Limited and was initially posted at http://www.dongyuechem.com. It was distributed, unedited and unaltered, by noodls on 2012-03-18 13:54:01 PM. The issuer is solely responsible for the accuracy of the information contained therein.