China Tontine Wines : Announcements and Notices - Terms of Reference of the Nomination Committee (the "committee") of the Board of Directors (the "board") of the Company

CHINA TONTINE WINES GROUP LIMITED ʕ਷ஷ˂ৢุණྠϞࠢʮ̡

(incorporated in Bermuda with limited liability)

€׵ϵᅉ༺ൗ̅ϓͭٙϞࠢʮ̡

(Stock Code: 389)

€ٰ΅˾໮j389

("Company" and ˜͉ʮ̡™

TERMS OF REFERENCE OF

THE NOMINATION COMMITTEE (THE "COMMITTEE")

OF THE BOARD OF DIRECTORS (THE "BOARD") OF THE COMPANY

໨ԫึ€˜໨ԫึ™౤Τ։ࡰึ€˜։ࡰึ™

ᔖᛆᇍఖ

€ʕ˖͉މᔕᙇᇃdසԶਞϽ͜

• 2. APPOINTMENT AND COMPOSITION

• 1. CONSTITUTION

  ଡ଼ϓ
  ͉։ࡰึ͉݊ܲʮ̡໨ԫึึᙄஷ
  ཀϓͭٙf
  ։΂ʿଡ଼ϓ
  2.1	Appointment and revocation: Members	։΂ʿᇦеj։ࡰึٙϓࡰ͟໨ԫึ
  of the Committee shall be appointed and	։΂ʿᇦеfν༈։ࡰึϓࡰʔΎ݊
  removed by the Board. An appointment of	໨ԫึٙϓࡰd༈։ࡰึϓࡰٙ΂ն
  Committee member shall be automatically	ਗ਼Іਗ࿞ቖf
  revoked if such member ceases to be a
  member of the Board.
  2.2	Composition:	ଡ଼ϓj
  Members of the Committee shall:	։ࡰึٙϓࡰცj
  (1) be appointed from amongst members of	(1) ։΂І͉ʮ̡໨ԫึϓࡰiʿ
  the Board; and

  1.1

  The Committee is established pursuant to a resolution passed by the Board.

  (2)	consist of not less than three in	௰ˇϞɧΤϓࡰd຅ʕɽ௅ʱ
  numberda majority of whom should be	ცމ͉ʮ̡ٙዹͭڢੂБ໨
  independent non-executive directors of	ԫf
  the Company.

  (2)

• 2.3 Chairman of the Committee: The Chairman of the Committee, who shall be the chairman of the Board or an independent non-executive director, shall be appointed by the Board.

  ։ࡰึ˴ࢩj։ࡰึ˴ࢩ͟໨ԫึ։ ΂dԨ͟໨ԫึ˴ࢩאዹͭڢੂБ໨ ԫዄ΂˴ࢩf

• 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.

։ࡰึٙ।ࣣj͉ʮ̡ٙʮ̡।ࣣމ ։ࡰึٙ।ࣣfν։ࡰึ।ࣣॹࢩd ̈ࢩ։ࡰึึᙄٙ։ࡰึϓࡰ̙ί ˼ࡁ຅ʕ፯̈א։΂Չ˼ɛࡰЪމ ዄ΂༈ึᙄٙ।ࣣf

3.

PROCEEDINGS OF THE COMMITTEE

ึᙄ೻ҏ

• 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:

ึᙄ̜ٙකj΂О։ࡰึϓࡰא։ࡰ ึ।ࣣᏐ։ࡰึϓࡰٙࠅӋࣛd̙׵ ΂Оࣛග̜ක։ࡰึึᙄf

ึᙄஷٝj

(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.

(1)

ৰڢ։ࡰึΌ᜗ϓࡰ€ɹ᎘א ࣣ ࠦ Ν จd։ ࡰ ึ ٙ ึ ᙄ ஷ ٝ ಂdʔᏐˇ׵ɖ˂fʔሞஷٝಂ ڗ೵d։ࡰึϓࡰ̈ࢩึᙄਗ਼ ࿴ϓ׳૝༈ஷٝdৰڢ̈ࢩึ ᙄٙ։ࡰึϓࡰίึᙄක֐ʘ ࣛd˸ึᙄᒔӚϞ੻Ց͍ᆽٙ ̜කމଣ͟މͦٙd̈ࢩ˸ڌ ༺ˀ࿁ึᙄஈଣ΂Оԫධf

(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

Listing Rules)

€ൗ: ࣬ኽɪឈ஝ۆ'ڝ፽ɤ̬ୋ

A1.3ݬٙ஝֛dίʲྼ̙Бٙᇍ ఖʫd̜ක։ࡰึ֛ಂึᙄᏐ೯ ̈Їˇ14˂ஷٝ

• (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.

  • (2) ̜කึᙄஷѓ̀඲ፋԒ˸ɹ᎘ א˸ࣣࠦҖόeא˸ཥ༑eཥɿ ඉ΁eෂॆא։ࡰึϓࡰʔࣛ ᙄ֛ٙՉ˼˙ό೯৔ʚ΢։ࡰ ึϓࡰʿՉ˼ᐏᒗ̈ࢩٙɛɻ € ˸༈ϓࡰ௰ܝஷٝ։ࡰึ।ࣣ ٙཥ༑໮ᇁeෂॆ໮ᇁeήѧא ཥඉήѧމ๟f

• (3) Any notice given orally shall be confirmed in writing as soon as practicable and before the meeting.

  • (3) ɹ᎘˙όЪ̈ٙึᙄஷٝᏐኋ Ҟ€ʿίึᙄ̜කۃ˸ࣣࠦ˙ όᆽྼf

• (4) Notice of meeting shall state the purposes, time and venue of the meeting.

  • (4) ̜කึᙄٙஷٝ̀඲Ⴍ׼ึᙄ ٙͦٙeකึࣛගձήᓃf

• (5) In respect of regular meetings of the Committee as mentioned in paragraph 3.5 below, and as 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).

• (5) ˸ɨୋ3.5ݬהܸٙ։ࡰึ֛ಂ ึᙄʿίʲྼ̙Бٙઋرɨ։ ࡰึՉ˼הϞึᙄdٙᙄ೻ʿ ։ࡰึϓࡰცఱึᙄϾცϽᅇ ٙ˖΁ᏐΌ௅ʿࣛ৔ʹΌ᜗։ ࡰึϓࡰdԨЇˇίࠇྌᑘБ ։ࡰึึᙄ˚ಂٙɧ˂ۃ€א Ό᜗։ࡰึϓࡰ՘ᙄٙՉ˼ࣛ ගʫ৔̈f

3.3	Quorum: The quorum of the Committee	ج֛ɛᅰj։ࡰึึᙄٙج֛ɛᅰމ
meeting shall be two members of the	ՇЗ։ࡰึϓࡰdϾɽ௅΅̈ࢩٙϓ
Committee and a majority of which shall be	ࡰ඲މ͉ʮ̡ٙዹͭڢੂБ໨ԫf
independent non-executive directors of the
Company.
3.4	Attendance: Meetings may be held in person,	ΐࢩ jึᙄ̙͟։ࡰึϓࡰፋԒ̈
or by means of such telephone, electronic	ࢩdא˸ཥ༑eཥɿeאՉ˼̙ᜫ̈
or other communication facilities as permit	ࢩึᙄٙɛࡰΝࣛʿуࣛၾ࿁˙๖
all persons participating in the meeting to	ஷٙ˙όආБdϾ˸ɪࠑ˙ό̈ࢩึ
communicate with each other simultaneously	ᙄഃΝ׵ፋԒ̈ࢩϞᗫึᙄf
and instantaneously, and participation in such
a meeting shall constitute presence in person
at such meeting.

3.5	Frequency: Regular meetings of the	ϣᅰj։ࡰึӊϋ௰ˇᏐ̜කɓϣא
Committee shall be held at least once every	€߰Ϟהც˸ɪ֛ٙಂึᙄd˸᩶
year or more frequently if circumstances	֛eᏨীʿϽᅇ͉ʮ̡ఱ໨ԫ։΂e
require to review, formulate and consider	ࠠอ։΂ʿᇦеٙ౤Τ೻ҏeۃࠑԫ
the nomination procedures as regards the	ධίϞᗫϋܓٙྼ݄ʿΣ໨ԫึ౤
appointment, reappointment and removal of	я̈΂໨ԫࡉ፯ɛٙܔᙄf
directors ("Directors") of the Company, their
implementation during the year and to make
recommendations to the Board on candidates
for appointment as Directors.
3.6	Votes:	ҳୃj

• (1) A member of the Committee must abstain from voting on any resolution of the Committee in which he or any of his close associates (as defined in the Rules (the "Listing Rules") Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited) 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 to the Listing Rules apply.

  • (1) ৰʮ̡௝೻୚ۆא࠰ಥᑌΥʹ ׸הϞࠢʮ̡ᗇՎɪ̹஝ۆ €˜ ɪ̹஝ۆ' ™ڝ፽ɧڝء ɓ࢙஢ٙઋر̮d։ࡰึϓࡰ ʔ੻ఱ΂ОՉ͉ɛאၡ੗ᑌᖩ ɛ€ ၡ੗ᑌᖩɛܲɪ̹஝ۆ' הЪ່֛ٙ޴ΝኹϞࠠɽᛆ ूٙ։ࡰึӔᙄආБҳୃiί ᆽ֛݊щϞԑ੄ٙج֛ɛᅰ̈ ࢩϽᅇϞᗫӔᙄٙ։ࡰึึᙄ ࣛdՉ͉ɛ͵ʔ੻ࠇၑίʫf

• (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.

• (2) ։ࡰึٙӔᙄ˸ཀ̒ᅰϞᛆ̈ ࢩึᙄԨҳୃٙ։ࡰึϓࡰஷ ཀf຅຅ˀ࿁ୃձᗎϓୃ޴ഃ ࣛd໨ԫڗϞᛆεҳɓୃf

• 4. WRITTEN RESOLUTIONS

  ࣣࠦӔᙄ

  4.1

  A resolution in writing signed by all the Committee members shall be as valid and effectual as if it had been passed at a meeting of the Committee and may consist of several documents in like form each signed by one or more of the Committee members.

  ຾͟։ࡰึΌ᜗ϓࡰᖦ໇ஷཀࣣٙ ࠦӔᙄࣩၾ຾͟։ࡰึึᙄஷཀٙ ӔᙄࣩՈϞΝഃࣖɢdϾϞᗫࣣࠦӔ ᙄࣩ̙͟ɓΤא˸ɪ։ࡰึϓࡰᖦ ໇ࣸόᗳЧٙε΅˖΁ଡ଼ϓf

• 5. ALTERNATE COMMITTEE MEMBERS

։΂˾ڌ

5.1

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

։ࡰึϓࡰʔঐ։΂΂Оɛ˻Ъމ Չࡉ໾f

6.

AUTHORITY OF THE COMMITTEE

։ࡰึٙᛆɢ
6.1	The Committee may at the costs of the	։ࡰึ̙˸БԴ˸ɨᛆɢd൬͉͜͟
Company exercise the following powers:	ʮ̡˕˹j

• (1) to seek any information it requires from any 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;

  • (1) ࠅӋ͉ʮ̡ʿՉ΂Оڝ᙮ʮ̡ € Υ၈˜͉ණྠ ™ٙ΂О྇ࡰʿ ਖ਼ุᚥਪd౤Զ։ࡰึމੂБ ՉᔖபϾცࠅٙ΂О༟ࣘdԨ ࠅӋ˼ࡁ๟௪ʿ౤ʹజѓë ࢩ։ࡰึึᙄʿ౤Զהც༟ࣘ ʿ༆ഈ։ࡰึ౤̈ʘᕚi

• (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;

  • (2) ఱ໨ԫٙ։΂אࠠอ։΂d൙ ᄲϞᗫ໨ԫٙڌତʿϞᗫዹͭ ڢੂБ໨ԫٙዹͭ׌i

• (3) to obtain outside independent legal or other 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;

  • (3) ܲ๫Չᔖᛆᇍఖఱ޴ᗫԫධΣ ̮ޢరӋዹͭجܛאՉ˼ਖ਼ุ จԈ€ܼ̍ዹͭٙɛɢ༟๕ᚥ ਪʮ̡fν։ࡰึცࠅd̙ᒗ ሗՈ௪޴ᗫ຾᜕ʿਖ਼ุʑঐٙ ̮ޢɛɻ̈ࢩՉึᙄi

• (4) have full authority to commission any search (including without limitation litigation, bankruptcy and credit searches), report, survey or open recruitment which it deems necessary to help it fulfill its duties;

  • (4) ϞᛆආБՉႩމቇ຅ٙሜݟ €ܼ̍Шʔࠢ׵ൡதeॎପʿڦ ᚑݟ̅eజѓאʮකᅄ෍i

• (5) to be provided with and to have access to sufficient resources in order to perform its duties;

  • (5) ᐏԶഗ̂ձ՟੻ԑ੄༟๕˸ᄵ БՉᔖਕi

• (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

• (6) ӊϋᏨী͉ᔖᛆᇍఖૢಛʿ͉ ᔖᛆᇍఖ࿁ᄵБ։ࡰึᔖਕٙ Ϟࣖ׌dԨΣ໨ԫึ౤Զ։ࡰ ึႩމϞცࠅٙࡌҷܔᙄiʿ