Sinopec Kantons Hold : Terms of Reference of the Nomination Committee

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(incorporated in Bermuda with limited liability)

The board of directors (the "Board") of Sinopec Kantons Holdings Limited (the "Company") established a committee of the Board known as the Nomination Committee (the "Nomination Committee"), a summary of its constitution and particular duties are set out below:
1. Membership
1.1 The members of the Nomination Committee shall be appointed by the Board from amongst the directors of the Company (the "Directors") and the Nomination Committee shall consist of not less than three members, the majority of which shall be independent non-executive directors.
1.2 The chairman of the Nomination Committee shall be appointed by the Board. The chairman of the Nomination Committee shall be either the chairman of the Board or an independent non-executive director.
2. Secretary
2.1 The Company Secretary shall be the secretary of the Nomination Committee.
2.2 The Nomination Committee may from time to time appoint another secretary with appropriate qualification and experience.
3. Meetings
3.1 The Nomination Committee members may call any meetings at any time when necessary.
3.2 The quorum of Nomination Committee meetings shall be two members.
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4. Attendance of Meetings
4.1 Other board members, apart from the Nomination Committee members, have the right to attend any
Nomination Committee meetings, though they shall not be counted in the quorum.
4.2 Only the Nomination Committee members shall have the voting powers.
5. Duties and responsibilities
The duties and responsibilities of the Nomination Committee shall be:
5.1 to review the structure, size and composition of the Board (including the skills, knowledge and experience) at least annually and make recommendations on any proposed changes to the Board to complement the Company's corporate strategy;
5.2 t o 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 regularly review the performance of the Directors;
5.4 to 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;
5.5 to assess the independence of independent non-executive Directors;
5.6 to regularly review the corporate governance practice and procedures, and make recommendation to the Board to complement good corporate governance practice of the Company; and
5.7 where the Board proposes a resolution to elect an individual as an independent non-executive Director at the general meeting, the Nomination Committee should set out in the circular to shareholders and/or explanatory statement accompanying the notice of the relevant general meeting why they believe the individual should be elected and the reasons why they consider the individual to be independent.
6. Reporting responsibilities
6.1 After each meeting, the Nomination Committee shall report formally to the Board on all matters within its duties and responsibilities.
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7. Authority
7.1 The Nomination Committee is authorized by the Board to seek any necessary information which is within the Nomination Committee's scope of duties from the employees.
7.2 The Nomination Committee is authorized by the Board to obtain at the Company's expense outside independent professional advice, and to secure the attendance of outsiders with relevant experience and expertise if it considers necessary.

* for identification purpose

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This press release was issued by Sinopec Kantons Holdings Limited and was initially posted at http://www.sinopec.com.hk/db/files/en/announcement/EW0934ANNNomination.pdf . It was distributed, unedited and unaltered, by noodls on 2012-03-29 12:02:38 PM. The issuer is solely responsible for the accuracy of the information contained therein.