SHANGHAI DASHENG AGRICULTURE FINANCE TECHNOLOGY CO., LTD. 
By ? ? ? ? ? ? ? ? ? ? ? ? ? ?
SHANGHAI TONVA PETROCHEMICAL CO., LTD.*(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock code: 1103) Terms of Reference of the Nomination Committee of the Board of Directors I. General Provisions1.1 | Shanghai Tonva Petrochemical Co., Ltd. (the "Company") has established the Nomination Committee (the "Nomination Committee") of the board of Directors (the "Board") and formulated these terms of reference in accordance with the Company Law of the People's Republic of China (the "Company Law"), the Standard on Corporate Governance of Listed Companies, the Corporate Governance Code as set out in Appendix 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Articles of Association of Shanghai Tonva Petrochemical Co., Ltd. (the "Articles of Association") and other relevant provisions, in order to standardize the procedures for appointment of the management personnel, optimize the composition of the Board and enhance the corporate governance structure of the Company. | |
1.2 | The Nomination Committee of the Board is a special body set up by the Board. It is principally responsible for selecting and advising on the choice, criteria and procedures of the appointment of Directors and managers of the Company. | |
II. | Con | stitution of the Committee |
2.1 | The Nomination Committee shall comprise of four (4) Directors, more than half of them shall be independent non-executive Directors. | |
2.2 | The members of the Nomination Committee shall be nominated by chairman of the Board or more than half of the independent Directors or more than one-third of all Directors and shall be elected by the Board. | |
2.3 | The Nomination Committee shall have a chairman (i.e. Chairman of the Nomination Committee) (convener) who shall be served by the chairman of the Board or an independent non-executive Director and shall preside over the work of the Committee. The Chairman of the Nomination Committee shall be elected by majority members of the Nomination Committee. |
* For identification purposes only
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2.4 The Nomination Committee shall have a term of office consistent with that of the Board.
The term of office of a member is renewable upon re-election. If a member no longer assumes the position of Director in the Company, he/she shall automatically lose his/her identity as a member. The vacancy shall be filled by the Committee in accordance with the provisions of rule 2.1 to rule 2.3 above.
3.1 The duties and authorisation of the Nomination Committee shall include:
(1) formulate nomination policy for the Board's consideration and implement the Board's approved nomination policy;
(2) review the structure, size and diversity (including but not limited to gender, age, culture and educational background, professional experience and skill) of the Board at least annually; and make recommendations on any proposed changes to the Board in accordance with the operating activities, scale of assets and shareholding structure of the Company to complement the Company's strategy;
(3) studying the criteria and procedures for the election of Directors and managers and making recommendations to the Board thereon;
(4) seeking for the qualified candidates for the position of Directors and managers;
(5) reviewing the candidates for the position of Directors and managers and making recommendations to the Board thereon;
(6) reviewing other senior management proposed to be appointed by the Board and making recommendations thereon;
(7) assess the independence of independent non-executive Directors;
(8) 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;
(9) undertaking other tasks as delegated by the Board.
3.2 The Nomination Committee is accountable to the Board. The proposals of the Nomination
Committee shall be submitted to the Board for consideration and decision.
3.3 The Board shall fully respect the proposals made by the Nomination Committee on the candidates for Directors, and shall not set aside the candidates for Directors proposed by the Nomination Committee without good reasons or reliable evidence.
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3.4 The Nomination Committee shall be entitled to ask management personnel at all levels for fully support for their work, and demand comprehensive answers to their questions as soon as possible.
The Company shall provide sufficient resources for the operation of the Committee, and engage independent and professional personnel to provide advice to the Committee when needed.
4.1 The Nomination Committee shall review the criteria, procedures for selection and term of office of Directors and managers in accordance with the requirements of relevant laws, regulations and the Articles of Association in light of the actual situation of the Company. Any resolution made in this regard shall be filed and submitted to the Board for approval and shall be implemented accordingly.
4.2 Selection procedures for Directors and managers:
(1) the Nomination Committee shall actively communicate with relevant departments of the Company, and study the demand of the Company for new Directors and managers to produce written materials;
(2) the Nomination Committee shall extensively seek for candidates of Directors and managers within the Company, its holding subsidiaries (or joint-stock companies) and the talent market;
(3) the Nomination Committee shall collect information on the candidates including their occupation, academic background, job title, detailed working experience and all part-time jobs to produce written materials;
(4) the Nomination Committee shall seek the consent of the nominees for the nomination, otherwise the nominees shall not be deemed as candidates for Directors and managers;
(5) the Nomination Committee shall convene meetings to review the qualification of candidates pursuant to the appointment terms of Directors and managers;
(6) the Nomination Committee shall make recommendations and submit relevant materials to the Board concerning the candidates for Directors and managers prior to the election of new Directors and the appointment of new managers;
(7) the Nomination Committee shall conduct other follow-up work relevant to the appointment in accordance with the decisions and feedback of the Board.
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5.1 The Nomination Committee shall hold meetings at least once a year, and notice shall be given to all members ten days in advance. The meeting shall be chaired by chairman of the Nomination Committee. Where the chairman is unable to attend the meeting, he/she may delegate another member (being independent non-executive Director) to perform his/her role. The aforesaid period of notice may be exempted subject to unanimous consent by all members of the Committee.
5.2 The quorum of the Nomination Committee meeting shall be two-thirds or above of the members of the Committee. Each member is entitled to one vote. Resolutions passed at such meeting should be approved by more than half of its members.
5.3 Voting on the Nomination Committee meetings may be conducted by a show of hands or ballot, while voting on an extraordinary meeting may be conducted by means of communications.
Unless otherwise required in the Articles of Association and these terms of reference, the Nomination Committee may, at extraordinary meetings, pass resolutions by facsimile with members present affixing their signatures thereon, provided that the attending members can fully express their opinions.
In case of a meeting voting by means of communications, members signing on the resolutions of meetings shall be considered to be present at such meetings and agree with such resolutions.
5.4 Directors, supervisors and other senior management of the Company may be invited to attend meetings of the Nomination Committee, if necessary. Directors who are not members of the Committee shall not have any voting right regarding any matter discussed at the meeting.
5.5 The Nomination Committee may, as it considers necessary, engage intermediaries to provide professional advice for its decision-making, the reasonable expenses incurred thereby shall be borne by the Company.
5.6 The convening procedures and voting methods of meetings of the Nomination Committee as well as the resolutions passed at such meetings shall comply with the relevant laws, administrative rules, the Articles of Association and these terms of reference.
5.7 The Nomination Committee shall keep minutes of its meetings and the attending members shall sign the minutes of the meeting. The minutes of the meetings and resolutions shall be kept by the secretary to the Board of the Company for at least than ten years.
5.8 Any resolution passed or the results of a poll taken at a meeting of the Nomination
Committee shall be reported in writing to the Board.
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5.9 All members attending meetings of the Nomination Committee shall be obliged to keep all matters discussed at the meetings confidential and shall not divulge the relevant information without authorization.
6.1 These terms of reference shall come into effect on the date of approval by the Board.
6.2 Any matters not covered herein shall be carried out in accordance with relevant laws, administrative rules, regulatory documents and the Articles of Association; where these terms of reference conflict with current or subsequent promulgated laws, administrative rules, regulatory documents or the legally revised Articles of Association, the said laws, rules, documents and Articles of Association shall prevail. And it should be revised promptly and be reported to the Board for consideration and approval.
6.3 The right to interpret these terms of reference shall be vested in the Board. Shanghai, PRC, 31 December 2013
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