Central Development Holdings Limited — Governance Information 2012

Mar 9, 2012

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China ResouRCes and TRanspoRTaTion GRoup LimiTed 中國資源交通集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(stock Code: 269)

(the “Company”)

TeRms of RefeRenCe of The nominaTion CommiTTee

1. ConsTiTuTion

The board of directors of the Company (the “ Board ”) established the Nomination Committee (the “ Committee ”) on 28 November 2011.

2. memBeRship

• 2.1 The members of the Committee (the “ members ”) shall be appointed by the Board.

• 2.2 The majority of the Members of the Committee shall be independent non-executive directors.

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

• 2.4 The company secretary of the Company or his/her delegate shall be the secretary of the Committee (the “ secretary ”).

3. funCTions and auThoRiTy

• 3.1 The Committee is appointed by the Board to, having regard to the independence and qualification of nominees, recommend suitable candidates for directorship to the Board and ensure that all nominations are fair and transparent.

• 3.2 At the Company’s expense, the Committee is authorized by the Board to make full use of internal resources and intermediary agencies to identify qualified candidates for directorship.

• 3.3 The Committee is authorized by the Board to conduct interviews with qualified candidates.

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• 3.4 The Committee is authorized by the Board to have access to independent professional advice (if necessary).

• 3.5 The Committee shall be provided with sufficient resources to perform its duties.

4. ResponsiBiLiTies

The duties of the Committee shall be:

• 4.1 review the structure, size and composition (including the skills, knowledge and experience of the directors) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company’s corporate strategy;

• 4.2 identify suitably qualified individuals for appointment as the directors and select or make recommendations to the Board on the selection of individuals nominated for directorship;

• 4.3 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 officer of the Company;

• 4.4 assess the independence of the independent non-executive directors; and

• 4.5 report back to the Board on decisions or recommendations made, unless there are legal or regulatory restrictions to do so.

5. meeTinGs

• 5.1 The Committee shall meet at least once a year. Additional meetings shall be held as the Committee demands.

• 5.2 Notice of any meetings of the Committee has to be given at least 14 days prior to any such meeting being held, unless all Members unanimously waive such notice. Irrespective of the length of notice being given, attendance of a meeting by a Member shall be deemed waiver of the requisite length of notice by the Member. Notice of any adjourned meetings is not required if adjournment is for less than 14 days.

• 5.3 The quorum of the Committee should be any two Members, of whom at least one has to be an independent non-executive director.

• 5.4 Resolutions of the Committee shall be passed by a majority of votes which can also be passed by way of unanimous written resolutions. Meetings can be held in person, by telephone or by video conference.

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• 5.5 The Secretary shall keep full minutes of all Committee meetings. Draft and final versions of minutes of meetings of the Committee shall be circulated to all Members for their comment and records respectively, in both cases within a reasonable period after each meeting.

6. annuaL GeneRaL meeTinG

The chairman of the Committee or a Member of the Committee shall attend the Company’s annual general meeting and be prepared to respond to shareholders’ question on the Committee’s activities and its responsibilities.

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