China Energy Storage Technology Development Limited — Remuneration 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)

REMUNERATION 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 Remuneration 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 an independent non-executive director and appointed by the Board.

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 should consult the Chairman and/or chief executive officer of the Company about their proposals relating to the remuneration of other executive directors of the Company, if any, and, at the expenses of the Company, have access to professional advice if considered necessary.

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

Duties

1. The duties of the Committee shall be:

Remuneration Committee – Terms of Reference

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• (a) to make recommendations to the Board on the Company’s policy and structure for all directors and senior management remuneration and on the establishment of a formal and transparent procedure for developing remuneration policy;

• (b) to determine, with delegated responsibility, the remuneration packages of individual executive directors of the Group and senior management, including benefits in kind, pension rights and compensation payments, including any compensation payable for loss or termination of their office or appointment, and make recommendations to the Board of the remuneration of non-executive directors. The Committee should consider factors such as salaries paid by comparable companies, time commitment and responsibilities, employment conditions elsewhere in the group;

• (c) to review and approve the management’s remuneration proposals with reference to the board’s corporate goals and objectives;

• (d) to review and approve compensation payable to executive directors and senior management of the Group for any loss or termination of office or appointment to ensure that it is consistent with contractual terms and is otherwise fair and not excessive;

• (e) to review and approve compensation arrangements relating to dismissal or removal of directors for misconduct to ensure that they are consistent with contractual terms and are otherwise reasonable and appropriate;

• (f) to ensure that no director or any of his/her associates is involved in deciding his/her own remuneration and that, as regards the remuneration of a non-executive director who is a member of the Committee, his/her remuneration should be determined by the other members of the Committee; and

• (g) to advise shareholders of the Company with respect to any service contracts of directors that require shareholders’ approval under the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “ Listing Rules ”).

For the purpose of this paragraph 11, “senior management” shall refer to the same category of persons as referred to in the Company’s annual report and is required to be disclosed under Appendix 16 of the Listing Rules.

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

Remuneration Committee – Terms of Reference

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