China Tontine Wines : Announcements and Notices - Terms of Reference of the Nomination Committee of the Board of Directors

CHINA TONTINE WINES GROUP LIMITED

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(Incorporated in Bermuda with limited liability)

(Stock Code: 00389)

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Terms of reference of the Nomination Committee of the Board of Directors

Date of adoption: 22 March 2012

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CHINA TONTINE WINES GROUP LIMITED

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("Company" and?????) Terms of reference of the Nomination Committee ("Committee") of the Board of Directors ("Board") of the Company

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1. Constitution ??

1.1 The Committee is established pursuant to a resolution passed by the Board at its meeting held on 28 October
2009.

2. Appointment and composition

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2.1 Appointment and revocation: Members of the Committee shall be appointed and removed by the Board. An appointment of Committee member shall be automatically revoked if such member ceases to be a member of the Board.
2.2 Composition:
Members of the Committee shall:
(1) be appointed from amongst members of the Board;
and
(2) consist of not less than three in number, a majority of whom should be independent non-executive directors of the Company.
2.3 Chai rm an of t he Com m i t t ee : T he Cha i rm a n of t he Committee, who shall be the chairman of the Board or an independent non-executive director, shall be appointed by the Board.
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2.4 Secretary of the Committee: The company secretary of the Company shall be the secretary of the Committee. In the absence of the secretary of the Committee, Committee members present at the meeting may elect among themselves or appoint another person as the secretary for that meeting.

3. Proceedings of the Committee

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3.1 Convening of meetings: A Committee member may and, on the request of a Committee member, the secretary to the Committee shall, at any time summon a Committee meeting.
3.2 Notice:
(1) Unless otherwise agreed by all the Committee members (either orally or in writing), a meeting shall be called by at least seven days' notice. Irrespective of the length of notice being given, attendance of a Committee member at a meeting constitutes a waiver of such notice unless the Committee member attending the meeting attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the grounds that the meeting has not been properly convened.

(Note: Regular meetings should be called by, so far as practicable, at least 14 days' notice: cf: paragraphs A.1.3 of Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"))

(2) Notice of meeting shall be given to each Committee member, and to any other person invited to attend, in person orally or in writing or by telephone or by email or by facsimile transmission at the telephone or facsimile or address or email address last notified to the secretary of the Committee by such Committee member or in such other manner as the Committee members may from time to time determine.
(3) Any notice given orally shall be confirmed in writing as soon as practicable and before the meeting.
(4) Notice of meeting shall state the purpose, time and venue of the meeting.
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(5) In respect of regular meetings of the Committee as mentioned in paragraph 3.4 below, and so far as practicable for all other meetings of the Committee, an agenda together with the documents which may be required to be considered by the members of the Committee for the purposes of the meeting shall be sent in full to all members of the Committee in a timely manner and in any event not less than
3 days before the intended date of the meeting of the Committee (or such other period as all the Committee members may agree).
3.3 Quorum: The quorum of the Committee meeting shall be two members of the Committee and a majority of which shall be independent non-executive directors of the Company.
3.4 Frequency: Regular meetings of the Committee shall be held at least once every year or more frequently if circumstances require to review, formulate and consider the nomination procedures as regards the appointment, reappointment and removal of directors (the "Directors") of the Company, their implementation during the year and to make recommendations to the Board on candidates for appointment as Directors.
3.5 Votes:
(1) A member of the Committee must abstain from v ot i n g o n a ny r e sol ut i on o f t he C om m i t t e e i n which he or any of his associates (as defined in the Listing Rules) has a material interest and shall not be counted towards the quorum of such a meeting at which the relevant resolution is considered by the Committee, unless the exceptions set out in the bye-laws of the Company or note 1 to Appendix 3 of the Listing Rules apply.
(2) Resolutions of the Committee shall be passed by a majority of votes of members of the Committee who are entitled to attend and vote at the meeting. Where the number of votes for and against a resolution is the same, the Chairman of the Committee shall be entitled to cast an extra vote.

4. Written resolutions

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4.1 Written resolutions may be passed by all Committee
members in writing.
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5. Alternate Committee members

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5.1 A Committee member may not appoint any person as his alternate.

6. Authority of the Committee

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6.1 The Committee may at the expenses of the Company exercise the following powers:
(1) t o se e k a ny i nform a t i on i t re qui re s from a ny employee of the Company and its subsidiaries (together, the " Group ") and any professional advisers in order to perform its duties, to require any of them to prepare and submit reports and to attend Committee meetings and to supply information and address the questions raised by the Committee;
(2) to review the performance of the Directors and the independence of independent non-executive Directors in relation to their appointment or reappointment as Directors;
(3) t o obta in outside i ndepe ndent l ega l or ot her professional advice on or assistance to any matters within these terms of reference, including the advice of independent human resource consultancy firm, and to secure the attendance of outsiders with relevant experience and expertise at its meetings if it considers this necessary;
(4) h a v e f u l l a u t h o r i t y t o c o m m i ssi o n a n y se a r c h (including without limitation litigation, bankruptcy and credit searches), report, s urvey or open recruitment which it deems necessary to help it fulfill its duties;
(5) to be provided with and to have access to sufficient resources in order to discharge its duties;
(6) to review annually these terms of reference and their effectiveness in the discharge of its duties and to make recommendation to the Board any changes it considers necessary; and
(7) to exercise such powers as the Committee may consider necessary and expedient so that their duties under section 7 below can be properly discharged.
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6.2 The Committee shall be provided with sufficient resources to perform its duties. Where necessary, the Committee should seek independent professional advice, at the Company's expense, to perform its responsibilities.

7. Duties

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7.1 The duties of the Committee shall be:
(1) t o re vi e w t he st ruc t ure , si z e a nd c om posi t i on (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;
(2) t o i de nt i fy i ndi vi dua l s sui t a bl y qua l i fi e d t o become members of the Board and select or make recommendations to the Board on the selection of individuals nominated for directorships;
(3) to assess the independence of the independent non-executive Directors;
(4) to make recommendations to the Board on:
(i) the role, responsibilities, capabilities, skills, knowl edge and e xperi ence required from members of the Board;
(ii) the policy on the terms of employment of non-executive Directors;
(iii) the composition of the audit committee, re m unerat i on c om m it t e e and ot her boa rd committees of the Company;
(iv) proposed changes to the structure, size and composition of the Board;
(v) candidates suitably qualified to become members of the Board;
(vi) the selection of individuals nominated for directorship;
(vii) the re-election by shareholders of the Company of any Directors who are to retire by rotation having regard to their performance and ability to continue to contribute to the Board;
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(viii) t h e c o n t i n u a t i o n ( o r n o t ) i n se r v i c e o f a n y i n d e pe nd e n t n o n- e x e c u t i v e Di r e c t o r serving more than nine years and to provide recommendation to the shareholders of the Company as to how to vote on the resolution approving the re-election of such independent non-executive Director;
(ix) the appointment or re-appointment of
Directors; and
(x) succession planning for Directors, in particular the chairman and the chief executive;
(5) to give full consideration to the following in the discharge of its duties as mentioned above or elsewhere in these terms of reference:
(i) succession planning of Directors;
(ii) leadership needs of the Group with a view of maintaining or fostering the competitive edge of the Group over others;
(iii) changes in market environment and commercial needs of the market in which the Group operates;
(iv) the skills and expertise required from members of the Board; and
(v) the relevant requirements of the Listing Rules with regard to directors of a listed issuer;
(6) in respect of any proposed service contracts to be entered into by any members of the Group with its director or proposed director, which require the prior approval of the shareholders of the Company at general meeting under rule 13.68 of the Listing Rules, to review and provide recommendations to the shareholders of the Company (other than shareholders who are directors with a material interest in the relevant service contracts and their respective associates (as defined in the Listing Ru l e s) a s t o whe t he r t he t e rm s of t h e se rv i c e contracts are fair and reasonable and whether such service contracts are in the interests of the Company and the shareholders as a whole, and to advise shareholders on how to vote;
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(7) to ensure that on appointment to the Board, non-executive Directors receive a formal letter of appointment setting out what is expected of them in terms of time commitment, committee service and involvement outside meetings of the Board;
(8) to conduct exit interviews with any Director upon their resignation in order to ascertain the reasons for his departure; and
(9) to consider other matters, as defined or assigned by the Board from time to time.

8. Minutes and records

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8.1 The secretary of the Committee shall, at the beginning of each meeting, ascertain and record the existence of any conflicts of interest and minute them accordingly.
8.2 Full minutes of the meetings of the Committee and all written resolutions of the Committee shall be kept by the secretary of the Committee.
8.3 The secretary of the Committee shall circulate the draft and final versions of minutes of the meeting of the Committee or, as the case may be, written resolutions of the Committee to all Committee members for their comment and records within a reasonable time after the meeting or before the passing of the written resolutions. Once the minutes or, as the case may be, written resolutions, are properly signed, the secretary of the Committee shall circulate the minutes or, as the case may be, written resolutions, and reports of the Committee to all members of the Board.
8.4 The secretary of the Committee shall keep record of all meetings of the Committee held during each financial year of the Company and records of individual attendance of members of the Committee, on a named basis, at meetings held during that financial year.

9. Annual general meeting

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9.1 The chairman of the Committee or in his absence, another member of the Committee, shall attend the annual general meeting of the Company to answer questions at the annual general meeting on the Committee's activities and their
responsibilities.
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10. Continuing application of the bye-laws of the Company

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10.1 The bye-laws of the Company regulating the meetings and proceedings of the Directors so far as the same are applicable and are not replaced by the provisions in these terms of reference shall apply to the meetings and proceedings of the Committee.

11. Powers of the Board

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11.1 The Board may, subject to compliance with the bye-laws of the Company and the Listing Rules (including the Corporate Governance Code set out in Appendix 14 to the Listing Rules or if adopted by the Company, the Company's own code of corporate governance practices), amend, supplement and revoke these terms of reference and any resolution passed by the Committee provided that no amendments to and revocation of these terms of reference a nd t h e r e so l u t i o n s p a sse d b y t h e C o m m i t t e e sh a l l invalidate any prior act and resolution of the Committee which would have been valid if such terms of reference or resolution had not been amended or revoked.

12. Publication of the terms of reference of the Committee

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12.1 The Com mi tte e should make avail able i ts terms of reference, explaining its role and the authority delegated to it by the Board by including them on the website of the Company and on the website of The Stock Exchange of Hong Kong Limited.
Date of adoption: 22 March 2012
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