ALLIED PROPERTIES (H.K.) LIMITED 
By (the "Company")
Terms of Reference of Nomination Committee
1 Membership
(a) The Committee shall be appointed by the Board and shall consist of not less than three members, a majority of whom should be Independent Non-Executive Directors of the Company ("INEDs").
(b) The Board may at any time remove, suspend or replace any member of the Committee at its option by resolution whereupon the Committee should consist of the remaining or replaced members of the Committee.
(c) The Chairman of the Committee shall be appointed by the Board and shall be the
Chairman of the Board or an INED.
(d) The Company Secretary of the Company shall be the Secretary of the Committee.
Meetings should be held as and when necessary.
3 Attendance at Meetings
(a) A quorum of a meeting shall be two members of the Committee.
(b) Any members of the Committee or other attendees may participate in a meeting of the Committee by means of a conference telephone or similar communication equipment by means of which all persons participating in the meeting are capable of hearing each other.
A resolution in writing signed by all the members of the Committee shall be as valid and effectual as if it had been passed at a meeting of the Committee duly convened and held and may consist of several documents in like form each signed by one or more of the members of the Committee.
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The Committee shall have the following duties and authority under delegation from the
Board:
(a) to 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) to identify individuals suitably qualified to become members of the Board and select or make recommendations to the Board on the selection of individual(s) nominated for directorship(s);
(c) to assess the independence of INEDs;
(d) to make recommendations to the Board on the appointment or re-appointment of Directors and succession planning for Directors, in particular the Chairman of the Board and the Chief Executive;
(e) to be provided with sufficient resources to enable it to perform its duties, including, where necessary, may seek independent professional advice, at the Company's expense, to perform its responsibilities; and
(f) 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.
The appointment of a new Director (to be an additional Director or fill a casual vacancy as and when it arises) is a matter for decision by the Board upon the recommendation of the proposed candidate by the Committee.
The criteria to be applied in considering whether a candidate is qualified shall be his or her ability to contribute to the effective carrying out by the Board of the responsibilities which, in particular, are set out as follows:
(a) participating in Board meetings to bring an independent judgment on issues of strategy, policy, performance, accountability, resources, key appointments and standards of conducts;
(b) taking the lead where potential conflicts of interests arise;
(c) serving on the Audit Committee and the Remuneration Committee (in the case of candidate for Non-Executive Director) and other relevant Board Committees, if invited;
(d) bringing a range of business and financial experience to the Board, giving the Board and any Committees on which he or she serves the benefit of his or her skills, expertise and varied backgrounds and qualifications through attendance and participation in the Board/Committee meetings;
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(e) scrutinising the Company's performance in achieving agreed corporate goals and
objectives, and monitoring the reporting of performance;
(f) ensuring the Committees on which he or she serves to perform their powers and functions conferred on them by the Board; and
(g) conforming to any requirement, direction and regulation that may from time to time be prescribed by the Board or contained in the constitutional documents of the Company or imposed by legislation or the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), where appropriate.
If the candidate is proposed to be appointed as an INED, his or her independence shall be assessed in accordance with, among other things, the factors as set out in Rule 3.13 of the Listing Rules, subject to any amendments as may be made by the Stock Exchange from time to time. Where applicable, the totality of the candidate's education, qualifications and experience shall also be evaluated to consider whether he or she has the appropriate professional qualifications or accounting or related financial management expertise for filling the office of an INED with such qualifications or expertise as required under Rule 3.10(2) of the Listing Rules.
At the next meeting of the Board following a meeting/written resolution of the Committee, copies of the minutes of the meetings/resolutions setting out the findings, recommendations and decisions of the Committee shall be submitted to the Board.
Where the Board proposes a resolution to elect an individual as an INED 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 why they believe he or she should be elected and the reasons why they consider him or her to be independent.
These terms of reference shall be updated and revised as and when necessary in light of changes in circumstances and changes in regulatory requirements (e.g. Listing Rules) in Hong Kong. These terms of reference shall be made available to the public by including the same on the websites of the Stock Exchange and the Company.
(updated as of 27th November, 2013)
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