Enterprise Development Holdings Limited — Governance Information 2012

Mar 30, 2012

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ENTERPRISE DEVELOPMENT HOLDINGS LIMITED 企展控股有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 1808)

Terms of reference for the Nomination Committee

Purpose

1. The purpose of the Nomination Committee is to identify, screen and recommend to the Board appropriate candidates to serve as Directors of the Company, to oversee the process for evaluating the performance of the Board and to develop, recommend to the Board and monitor nomination guidelines for the Company.

Composition

1. The Nomination Committee shall be appointed by the Board from time to time and shall consist of not less than two non-executive directors, each of whom shall meet 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”). The chairman of the Nomination Committee should be the chairman of the Board or an independent non-executive director and the Nomination Committee should comprise a majority of independent non-executive directors.

Meetings

1. The Nomination Committee shall meet at least once annually, or more frequently if circumstances require and shall act by unanimous written consent.

2. The Chairman (or in his or her absence, a member designated by the Chairman) shall preside at all meetings of the Nomination Committee. The Chairman shall be responsible for leading the Nomination Committee, including scheduling meetings, preparing agendas and making regular reports to the Board.

Access

1. The Nomination Committee shall have full access to management and may invite members of management or others to attend its meetings. The Nomination Committee will consult the chairman and/or chief executive of the Company about their proposals relating to the selection and appointment of directors.

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Minutes

1. Minutes of each Nomination Committee shall be prepared and sent to all Nomination Committee members. The Nomination Committee shall evaluate and assess the effectiveness of the Committee and the adequacy of this Nomination Committee Terms of Reference on an annual basis and recommend any proposed changes to the Board.

Authority

1. The Nomination Committee is authorised by the Board to determine the procedures, process and criteria to be adopted for purposes of selecting and recommending candidates for directorship and shall be provided with sufficient resources to discharge its duties, including but not limited to obtaining advice and assistance from internal or external legal, accounting or other advisors at the expense of the Company.

Responsibilities and Duties

1. The Nomination Committee shall perform the following duties:-

   • (a) to review the structure, size and composition (including 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;

   • (b) to develop the criteria for identifying and assessing the qualifications of and evaluating candidates for directorship;

   • (c) to identify individuals suitably qualified to become a Board members and select or make recommendations to the Board on the selection of individuals nominated for directorships;

   • (d) to assess the independence of independent non-executive directors;

   • (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; and

   • (f) to review and assess the adequacy of the corporate governance guidelines of the Company and to recommend any proposed changes to the Board for approval.

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