China Energy Storage Technology Development Limited — Governance Information 2012

Mar 30, 2012

TELEFIELD INTERNATIONAL (HOLDINGS) LIMITED 中慧國際控股有限公司

(a company incorporated in the Cayman Islands with limited liability)

NOMINATION COMMITTEE

TERMS OF REFERENCE

Constitution

1. The board of directors (the “ Board ”) of Telefield International (Holdings) Limited (the “ Company ”) has resolved to establish a Committee of the Board to be known as the Nomination Committee (the “ Committee ”) at a meeting held on 31 December 2010.

Membership and Quorum

1. The Committee shall be appointed by the Board from amongst the directors of the Company and shall consist of not less than three members, a majority of whom should be independent non-executive directors of the Company. A quorum shall be two members.

2. The Chairman of the Committee shall be appointed by the Board and should be either be the chairman of the Board or an independent non-executive director of the Company..

Secretary

1. The company secretary shall be the secretary of the Committee (the “ Secretary ”).

Frequency of meetings

1. Meetings shall be held not less than once a year. The Committee members may also call any meetings at any time when necessary or desirable.

Notice of meetings

1. Notice of meetings shall be given to all members of the Committee at least seven days before the meeting.

Casting vote

1. In the case of an equality of votes, the Chairman of the Committee shall have the casting vote.

Consultation

1. The Committee is authorised by the Board to investigate any activity within its terms of reference and seek any necessary information which is within its scope of duties from the Company and its subsidiaries (including the members of the Board).

Duties

1. The duties of the Committee shall be:

   • (a) to 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 Group’s corporate strategy;

   • (b) to identify individuals suitably qualified to fill Board vacancies or as additional directors when needed and make recommendations to the Board on the selection of individuals nominated for directorships;

Nomination Committee – Terms of Reference

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• (c) to receive nominations from shareholders or directors when such are tendered and to make recommendations to the Board on the candidacy of the nominees, having regard to the Board’s compositional requirements and suitability of the nominees;

• (d) to assess the independence of independent non-executive directors when their independence is called into question; and

• (e) to 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.

Reporting procedures

1. The Secretary shall circulate the minutes of meetings of the Committee to all members of the Board.

Revised by the Board on 30 March 2012

Nomination Committee – Terms of Reference

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