Comtec Solar Systems Group Limited — Governance Information 2012

Mar 26, 2012

Sun East Technology (Holdings) Limited Terms of reference of Nomination Committee

Sun East Technology (Holdings) Limited 日東科技 ( 控股 ) 有限公司

(Incorporated in Bermuda with limited liabilities)

(stock code ： 365)

Nomination Committee Terms of Reference

Composition

The Nomination Committee shall be appointed by the Board from time to time and shall consist of not less than three directors, a majority of which shall be independent non-executive directors who shall meet and maintain the independence requirements from time to time as stipulated in the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “Listing Rules”).

A quorum shall be two members.

The Chairman of the Committee shall be appointed by the Board and should be an independent non-executive director.

Meetings

All committee members shall normally attend meetings. Meetings shall be held not less than once a year.

The Company secretary shall be the secretary of the Committee.

Authority

The Nomination Committee is authorized by the Board to determine the procedures, process and criteria to be adopted for purposes of selecting and recommending candidates for directorship.

The Committee shall be provided with sufficient resources to discharge its duties, including but not limited to obtaining professional advice and assistance from internal or external legal, accounting or other advisors at the expense of the Company if necessary.

Duties

The duties of the Committee shall be:

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

• (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; and

• (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 officer.