Xingye Copper Intern : Announcements and Notices - Terms of Reference of Nomination Committee

XINGYE COPPER INTERNATIONAL GROUP LIMITED

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 505) ("the Company") TERMS OF REFERENCE OF NOMINATION COMMITTEE (the "Committee") Membership

1. The Committee shall consist of not less than three members appointed by the board of directors of the Company (the "Board"), the majority of the members of the Committee shall be independent non-executive directors of the Company.
2. The Committee shall be chaired by the chairman of the Board or an independent non-executive director of the Company.
3. The term of membership will be one year from the date of appointment subject to renewal and shall be governed by the provisions of the Articles of Association of the Company.
4. The appointment of the members of the Committee may be revoked, and new appointment be made in place by resolutions passed by the Board and by the Committee.
5. No alternate committee member can be appointed.
6. The Company Secretary or his nominee shall act as the secretary of the Committee.

Frequency and proceedings of meetings

7. The Committee shall meet before the holding of an annual general meeting where appointment of directors will be considered. Additional meetings shall be held as the work of the Committee demands.
8. In addition, the chairman of the Committee may convene additional meetings at his discretion.

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9. The quorum of a meeting shall be three members of the Committee of whom at least one is independent non-executive director.
10. Proceedings of meetings of the Committee shall be governed by the provisions of the
Articles of Association of the Company.

Duties, powers and functions

11. The Committee shall -
(a) formulate nomination policy for consideration of the Board and implement the nomination policy laid down by the Board;
(b) without prejudice to the generality of the foregoing:
(i) 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;
(ii) identify individuals suitably qualified to become Board members and select or make recommendations to the Board on the selection of, individuals nominated for directorships;
(iii) assess the independence of independent non-executive directors;
(iv) 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;
(v) do any such things to enable the Committee to discharge its powers and functions conferred on it by the Board; and
(vi) conform to any requirement, direction, and regulation that may from time to time be prescribed by the Board or contained in the constitution of the Company or imposed by legislation.

Reporting Procedures

12. The Committee shall report to the Board on a regular basis. At the next meeting of the Board following a meeting of the Committee, the chairman of the Committee shall report the findings and recommendations of the Committee to the Board.

(This document is originally prepared in English. In case of any inconsistency between the

English version and the Chinese version, the English version shall prevail.)

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