Honghua Group Limited

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宏華集團有限公司

(a company incorporated in the Cayman Islands with limited liability) ( the “ Company ” or “ Company ”)

Terms of Reference of the Nomination Committee

(the “Terms” )

（Adopted by the Board on 29 December 2021）

1. General Principles

1.1 The Nomination Committee (the “ Committee ”) was established by the company in accordance with the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited and the Corporate Governance Code. The powers, responsibilities and specific duties of the Committee are summarized as below.
1.2 The Nomination Committee is formed to assist, identify, screen and recommend to the board of directors (the “ Board ”) of the Company 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.

2. Membership

2.1 The members of the Committee shall be appointed by the Board from amongst the Directors and shall consist of no less than three members, a majority of whom should be independent non-executive Directors.
2.2 The Board shall appoint the chairman of the Board or an independent non-executive Director as the chairman of the Nomination Committee.
2.3 The term of office of the Committee shall be consistent with that of the Board. Each member of the Committee shall be eligible for re-election upon expiration of his term of office. During his term of office, if any committee member ceases to be a director, his membership in the Committee shall lapse automatically, and the position(s) vacated by such member(s) shall be filled by the Board according to provisions 2.1 to 2.2 in the above.
2.4 The Secretary of Board shall act as the secretary of the Committee.

3. Responsibilities and Duties

The Committee shall have the following duties:

3.1 making recommendations to the Board on the composition of Board members according to the scale of the Company’s operations and corporate governance;
3.2 reviewing the structure, size and composition (including skills, knowledge and experience) of the Board at least annually and making recommendations on any proposed changes to the Board to complement the Company’s corporate strategy;
3.3 identifying and nominating individuals suitably qualified to become candidates to the Board and select or make recommendations to the Board;
3.4 assessing the independence of independent non-executive Directors;
3.5 making recommendations to the Board on the appointment or re-appointment of directors of the Company and succession planning for directors of the Company, in particular the chairman and the chief executive;
3.6 reviewing the Board’s diversity policy, as appropriate; and to review the measurable objectives that the Board has set for implementing the Board’s diversity policy and the progress of achieving the objectives; and make disclosure of its review results in the Corporate Governance Report annually;
3.7 reviewing the Board’s nomination policy, as appropriate, to ensure its effectiveness and regulatory compliances; and make recommendations to the Board on any proposed changes to the policy;
3.8 Where the Board proposes a resolution to elect an individual as an independent non-executive Director at the general meeting of the Company, the Committee

should advise the Board on the following issues and the Board should set out in the circular to shareholders of the Company and/or explanatory statement accompanying the notice of the relevant general meeting of the Company:

(a) the process used for identifying the individual and why the Board believes the individual should be elected and the reasons why it considers the individual to be independent;
(b) if the proposed independent non-executive Directors will be holding their seventh (or more) listed company directorship, why the Board believes the individual would still be able to devote sufficient time to the Board;
(c) the perspectives, skills and experience that the individual can bring to the Board; and
(d) how the individual contributes to diversity of the Board;
3.9 Undertaking other matters authorized by the Board.

4. Frequency and proceedings of meetings

4.1 Meetings shall be held not less than once a year. The committee may hold temporary meetings as necessary.
4.2 Meetings shall be convened by the Chairman of the committee. If the chairman of the committee is unable to convene the meeting for special reasons, the meeting shall be convened by another member designated by the Chairman of the committee.
4.3 Prior notice of at least 7 days should be given to all members and attendees for any Committee meeting, unless such notification is waived by all members of the Committee. Notwithstanding the notification period, the attendance of the member of the Committee at the meetings would be deemed to be treated as the waiver of the required notification requirement. Proposals and relevant materials shall be sent to all members and attendees within 3 days prior to the meeting or within a reasonable time limit as agreed by the Committee.
4.4 The quorum necessary for the Committee meetings shall be two members of the Committee; each member of the Committee in the meetings shall carry one vote

and resolutions of the Committee at any meetings shall be passed by a majority of votes of the members present, and in the case of an equal number of votes, the chairman of the Committee shall have one vote for the final decision.

4.5 The Committee Meetings shall be chaired by the chairman of the Committee. If the chairman of the Committee is unable to preside over the meetings for any reason, the meetings shall be presided over by one of the members entrusted or one member elected by more than half of the members present.
4.6 Other directors and senior management of the Company may be invited as attendees at the Committee meetings when necessary.
4.7 The Company should provide the Committee with sufficient resources to perform its duties. Where necessary, the Committee should seek independent professional advice, at the Company’s expense, to perform its responsibilities.
4.8 The Committee may, with the assistance of external consultation, determine whether the current members of the Board and senior management have the capabilities and characteristics required for the Company’s current and future development based on the results of the evaluation of the Board and work performance.

5. Written resolution

Any resolution may be adopted by a written resolution of the members of the committee, subject to approval of all the members of the committee.

6. Reporting procedures

The Committee shall report to the Board on a regular basis, and the Chairman shall report the findings and recommendations to the Board at the next meeting of the Board following each meeting of the Committee, unless there are any legal or regulatory restrictions limiting its ability to do so.

7. Minutes

Minutes of the Committee meetings should be kept by the secretary of Board, and the draft and final versions of minutes of the Committee meetings should be circulated to all Committee members for their comment and records respectively within a

reasonable period of time. The final version shall be signed by the chairman of the meeting.

8. Publication of the Terms

The Committee should make available these terms of reference to the public, explaining its role and the authority delegated to it by the Board, by including them on the websites of the Stock Exchange and the Company.

9. The Authority of the Board

9.1The Board reserves the ultimate right of interpretation to this Terms.
9.2 This Terms shall enter into force after being reviewed and approved by the Board.

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Honghua Group Limited Governance Information 2021

49025_rns_2021-12-29_616ae528-662d-4bda-b88a-5ad6d858f381.pdf