Amax Holdings : Nomination Committee – Terms of Reference

Amax Holdings Limited (Incorporated in Bermuda with limited liability) (Stock code : 959)

("the Company")

Nomination Committee - Terms of Reference

(Adopted by a board meeting dated 28 March 2012)

1. Members
1.1 The nomination committee should be established by the board of the Company (the
"Board"). It should comprise a majority of independent non-executive directors.
1.2 The nomination committee shall consist of at least three members, and the nomination committee must be chaired by the chairman of the Board or an independent non-executive director within the nomination committee and appointed by the Board. In the absence of the nomination committee chairman and/or an appointed deputy, the remaining members present shall elect one to chair the meeting.
2. Secretary
2.1 The company secretary or assistant company secretary of the Company shall act as the secretary of the nomination committee.
3. Meeting
3.1 The member of nomination committee can call for a meeting anytime when it is necessary.
The Nomination Committee shall hold at least one regular meeting in a year. Additional meetings of the Nomination Committee may be held as and when required.
3.2 Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the nomination committee, any other person required to attend, no later than three (3) working days before the date of the meeting. Supporting papers shall be sent to nomination committee members and to other attendees as appropriate, at the same time.
3.3 The quorum necessary for the transaction of business of the nomination committee shall be two members of the nomination committee, one of whom must be an independent non- executive director.
3.4 Meeting can be attended in person or via electronic means including telephonic or video conferencing. The members of the nomination committee can attend the meeting via telephonic or any similar communication device (all persons attending such meeting should be able to hear from such member via such communication device).
3.5 The resolution of the nomination committee should be passed by more than half of the members.
3.6 The resolution passed and signed by all members of nomination committee is valid, and the validity is same as any resolution passed in the meeting held.

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3.7 Full minutes of nomination committee meeting should be kept by a duly appointed secretary of the nomination committee and be available for review by the directors. Draft and final versions of minutes of the meeting should be sent to all committee members for their comment and records, within a reasonable time after the meeting.
4. Meeting attendance
4.1 Upon the invitation from the nomination committee, the chairman of the Board and/or the general manager or chief executive, external advisor and the other persons can be invited to attend all or part of any meeting.
4.2 Only the member of the nomination committee can vote in the meeting.
5. Annual General Meeting
5.1 The chairman of nomination committee or (if absent) the other member of nomination committee (must be an independent non-executive director) should attend the annual general meeting of the Company, handled the shareholders' enquiry on the activities and responsibilities related to the nomination committee.
6. Authorization
6.1 The nomination committee is authorized to request the employee of the Company to provide any information within the scope of its duties.
6.2 The nomination committee should have access to independent professional advice at the Company's expense, and to ensure the independent party possessing a relevant experience and profession to attend the meeting if necessary, to perform its responsibilities as a member of the nomination committee.
6.3 The nomination committee should be provided with sufficient resources to perform its duties.
7. Duties and Powers
The nomination committee shall have the following duties and powers:
7.1 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;
7.2 identify individuals suitably qualified to become Board members and select or make recommendations to the Board on the selection of individuals nominated for directorships;
7.3 assess the independence of independent non-executive directors;
7.4 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; and
7.5 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 why they believe this individual should be elected and the reasons why they consider this individual to be independent.

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8. Declaration responsibility
8.1 The nomination committee shall report to the Board every time after any meeting of the nomination committee.
March, 2012

Note: This version of Nomination Committee - Terms of Reference of Amax Holdings Limited is prepared in Chinese and English. In the event that there is any discrepancy or inconsistency between the two versions, the English version shall prevail. The Chinese version is not formally adopted by the Board of Amax Holdings Limited and does not have any legal effect.

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