China Grand Pharmaceutical and Healthcare : Announcements and Notices - Terms of Reference of Nomination Committee

CHINA GRAND PHARMACEUTICAL AND HEALTHCARE HOLDINGS LIMITED

("Company")

TERMS OF REFERENCE OF NOMINATION COMMITTEE

("Committee")

Membership

• 1. The Committee shall consist of three Directors appointed by the Company's board of directors ("Board")(with at least two of them should be independent non-executive Directors) from time to time.

• 2. The Board shall designate one of the independent non-executive Directors in the Committee as the Committee's Chairman.

• 3. The Company Secretary or his nominee shall act as the Committee's Secretary.

  Frequency and proceedings of meetings

• 4. The Committee shall meet at least annually. Additional meetings shall be held as the work of the Committee demands.

• 5. In addition, the Committee's Chairman may convene additional meetings at his discretion.

• 6. The quorum of a meeting shall be two Committee members.

Duties, powers and functions

7.

The Committee shall -

• (a) formulate nomination policy for the Board's consideration and implement the Board's approved nomination policy; and

• (b) without prejudice to the generality of the foregoing:

  (i) review the structure, size and composition (including the skills, knowledge, experience and length of service) of the Board at least annually; and make recommendations on any proposed changes to the Board to implement the Company's corporate strategy;

(ii)consider the selection criteria of non-Government Appointed Directors, and develop procedures for the sourcing and selection of candidates to stand for election by HKEx's shareholders ("Shareholders");

(iii) identify and nominate candidates to the Board for it to recommend to

Shareholders for election as non-Government Appointed Directors. Sufficient biographical details of nominated candidates shall be provided to the Board and Shareholders to enable them to make an informed decision;

• (iv) consider the skills mix needed in respect of Government Appointed Directors, and make recommendations to the Board;

• (v) identify and nominate candidates to fill casual vacancies of Directors (other than Government Appointed Directors) for the Board's approval;

• (vi) assess the independence of Independent Non-executive Directors and review the Independent Non-executive Directors' annual confirmations on their independence; and make disclosure of its review results in the "Corporate Governance Report";

• (vii) regularly review the time required from a Director to perform his responsibilities;

(viii)make recommendations to the Board on relevant matters relating to the succession planning for the Chairman, the Chief Executive as well as the senior management;

(ix) do any such things to enable the Committee to discharge its powers and functions conferred on it by the Board; and

(x)conform to any requirement, direction and regulation that may from time to time be prescribed by the Board or contained in the Company's constitution or imposed by legislation.

• 8. Where the Committee recommends to the Board on the appointment, reappointment or succession of an individual as an independent non-executive director, the Committee shall report the following to the Board:

  • (a) the process used for identifying the individual, the reasons of the Committee's recommendation, the Committee's view as to whether the individual is independent and the reasons thereof;

  • (b) the Committee's view as to whether the individual would be able to devote sufficient time to the Board and board committees and the reasons thereof (particularly where the proposed independent non-executive director will be holding his/her seventh (or more) listed company directorship);

  • (c) the Committee's view on the perspectives, skills and experience that the individual would bring to the Board; and

  • (d) the Committee's view on the individual's contribution to the diversity of the Board.

• 9. The Committee shall be provided with sufficient resources to enable it to perform its functions, including the resources for seeking independent professional advice.

Reporting Procedures

10. The Committee shall report to the Board on a regular basis. At the next Board meeting

following a Committee's meeting, the Committee's Chairman shall report the Committee's findings and recommendations to the Board.

- END -

December 2018