3SBio Inc. — Governance Information 2012

Mar 30, 2012

HONGKONG CHINESE LIMITED

(the “Company”)

TERMS OF REFERENCE OF

NOMINATION COMMITTEE

(the “Committee”)

(Revised in March 2012)

Membership

1. The members of the Committee shall be appointed by the board (the “Board”) of directors of the Company (the “Directors”) from time to time, a majority of which shall be independent non-executive Directors.

2. The Board shall appoint the Chairman of the Board or an independent non-executive Director as the chairman of the Committee.

3. The Company Secretary of the Company or his/her nominee shall act as the secretary of the Committee.

Frequency and proceedings of meetings

1. 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 and when necessary.

2. The chairman of the Committee may convene additional meetings at his discretion.

3. The quorum of a meeting shall be two members of the Committee.

4. A resolution in writing signed by all the members of the Committee shall be valid and effectual as if it had been passed at a meeting of the Committee duly convened and held.

5. Proceedings of meetings of the Committee shall be governed by the provisions of the Bye-laws of the Company.

Duties, powers and functions

1. The Committee shall:

   • (a) 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;

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• (b) identify individuals suitably qualified to become Board members and select or make recommendations to the Board on the selection of individuals nominated for directorships;

• (c) assess the independence of independent non-executive Directors;

• (d) 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;

• (e) do any such things to enable the Committee to discharge its powers and functions conferred on it by the Board; and

• (f) 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.

Annual General Meeting

1. The chairman of the Committee or in his/her absence, another member of the Committee shall attend the Company’s annual general meetings and be prepared to respond to shareholders’ questions on the Committee’s activities and their responsibilities.

Authority

1. The Company shall provide the Committee 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.

Reporting procedures

1. The Committee shall report to the Board. 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.

Publication of the Terms of Reference

1. The terms of reference will be posted on the websites of the Company and The Stock Exchange of Hong Kong Limited.

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