Computer And Technologies Holdings Limited — Governance Information 2012

Mar 26, 2012

CA

中國航天國際控股有限公司

CHINA AEROSPACE INTERNATIONAL HOLDINGS LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock code: 31)

Nomination Committee Terms of Reference

Establishment

The Committee is established pursuant to a resolution passed by the Board of Directors of China Aerospace International Holdings Limited (“the Company”) on 26 March 2012.

Membership

Members of the Committee shall be amongst the Non-Executive Directors of the Company of which majority shall be Independent Non-Executive Director.

Quorum : any two Committee Members

Chairman : shall be appointed by the Board and shall be an Independent Non-Executive Director

Secretary : being the Company Secretary

Meetings and proceedings of the Nomination Committee shall be regulated under the procedure of board meetings as stipulated in the Articles of Association of the Company.

Meeting

1. Meetings shall be held at least once annually and at any other time under the instruction of the Committee Chairman.
2. Meetings may be held by ways of physical attendance, telephone conference, video conference etc. However, mutual and direct communications during the meetings shall be ensured.
3. Resolutions put forward to the meeting shall be passed by majority votes of the attending Committee members.
4. Written resolutions being signed by all members of the Nomination Committee shall be deemed to be as valid and effective as the same as being passed in a physical meeting.
5. According to necessity, the Chairman of the Nomination Committee may request the attendance of the management, or if necessary, invite the attendance of external professionals with relevant experience and expertise.

Authority

1. The authority of the Committee is authorized by the Board. Therefore, unless constrained by laws or rules and regulations, the Committee shall report its decisions or advices to the Board. Being authorized by the Board, the Committee may consult independent professional opinion if considers necessary.

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1. The Company shall ensure the Committee with the provision of adequate resources. The Board also authorizes the Committee to seek legal or other independent professional opinion, if necessary, at the cost of the Company.

Duties

Duties of the Nomination Committee are as follows:

1. 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 Company’s corporate strategy;
2. To identify individuals suitably qualified to become Board members and select or make recommendations to the Board on the selection of individuals nominated for directorships;
3. To assess the independence of Independent Non-Executive Directors;
4. 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; and
5. Any other matters so determined by the Board.

Reporting Responsibility

1. The Chairman or any specified member of the Nomination Committee shall report to the Board of what have been discussed after each Committee meeting.
2. The Chairman or specified member of the Nomination Committee has the responsibility of attending each general meeting and answer any questions relating to the Committee matter.

Minutes of the meeting

1. The Company Secretary shall circulate minutes of meeting approved by the Committee to all members of the Board.
2. The Company Secretary shall keep all minutes of the meetings.

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