Khoon Group Limited — Governance Information 2019

Jul 4, 2019

==> picture [69 x 55] intentionally omitted <==

Khoon Group Limited 坤集團有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 924)

NOMINATION COMMITTEE

TERMS OF REFERENCE

1

PREAMBLE

1. Khoon Group Limited (the “ Company ” ) was listed on the Main Board of The Stock Exchange of Hong Kong Limited (the “ HKEx ”) on 5 July 2019.

In compliance with the code provisions of the Corporate Governance Code issued by the HKEx, a nomination committee (the “ Nomination Committee ”) needs to be established with the terms of reference as set out and adopted herein.

CONSTITUTION

1. The Nomination Committee was established by resolutions of the board of directors of the Company (the “ Board ” , and each director of the Board, a “ Director ”) on 10 June 2019.

MEMBERSHIP

1. The members of the Nomination Committee shall be appointed by the Board from amongst the Directors and shall consist of not less than three members, a majority of whom should be independent non-executive Directors. The quorum of a Nomination Committee meeting shall be any two members of the Nomination Committee one of whom must be independent non-executive Director.

2. The Nomination Committee shall be chaired by the Chairman of the Board or an independent non-executive Director.

3. The term of office of a member of the Nomination Committee shall be determined by the Board.

FREQUENCY AND PROCEDURE OF MEETINGS

1. Unless otherwise stated herein, the meetings of the Nomination Committee are governed by the provisions regulating the meetings and proceedings of Directors in the Company’ s articles of association.

2. Meetings shall be held not less than once a year. The chairman of the Nomination Committee shall convene a meeting upon request by any member of the Nomination Committee.

3. An agenda and any accompanying Nomination Committee papers should be sent in full to all members of the Nomination Committee in a timely manner and at least three days before the proposed date of a meeting of the Nomination Committee (or other agreed period).

4. The Company is obliged to supply the Nomination Committee with adequate information in a timely manner, in order to enable it to make informed decisions. The information supplied must be complete and reliable. Where a Director requires more information than information provided voluntarily by the senior management, the relevant Director should make additional necessary enquiries. The Board and each Director shall have separate and independent access to the senior management.

5. The secretary of the Nomination Committee shall be the company secretary of the Company or his/her appointed delegate.

2

ANNUAL GENERAL MEETING

1. The chairman of the Nomination Committee shall attend the annual general meeting and be prepared to respond to any shareholder’s questions on the Nomination Committee’ s activities.

2. If the chairman of the Nomination Committee is unable to attend an annual general meeting of the Company, he shall arrange for another member of the Nomination Committee, or failing this, his duly appointed delegate, to attend in his place. Such person shall be prepared to respond to any shareholder’ s questions on the Nomination Committee’s activities.

3. Where the Board proposes a resolution to elect an individual as an independent nonexecutive Director at the general meeting, it should set out in the circular to shareholders of the Company and/or explanatory statement accompanying the notice of the relevant general meeting the process used for identifying the individual and why they believe the individual should be elected, the reasons why they consider the individual to be independent, the perspectives, skills and experience that the individual can bring to the Board and how the individual contributes to diversity of the Board, and if the proposed independent nonexecutive Director will be holding his or her seventh (or more) listed company directorship, why the Board believes the individual would still be able to devote sufficient time to the Board.

AUTHORITY

1. The Nomination Committee is authorised by the Board to investigate any activity mentioned in these terms of reference. It is authorised to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Nomination Committee.

2. The Nomination Committee should be provided with sufficient resources to perform its duties. The Nomination Committee is authorised by the Board to obtain independent professional advice to perform its responsibilities, at the Company’s expense. The Nomination Committee shall be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any external consultant who advises the Nomination Committee.

DUTIES

1. The duties of the Nomination Committee shall include:

• (a) reviewing the structure, size and composition (including but not limited to skills, knowledge, professional experience, qualifications, gender, age, cultural and educational background, independence and diversity of perspectives) of the Board at least annually or when necessary and making recommendations on any proposed changes to the Board to complement the Company’ s corporate strategy;

• (b) reviewing the policy on the Board diversity (the “ Board Diversity Policy ”) and the measurable objectives for implementing the Board Diversity Policy from time to time adopted by the Board, and to review and monitoring the progress on achieving the objectives set out in the Board Diversity Policy;

3

• (c) developing and reviewing, as appropriate, the policy for the nomination of Directors (the “ Nomination Policy ” ) and disclosing the summary of the implemented Nomination Policy in the corporate governance report of the Company annually;

• (d) making recommendations to the Board on the appointment or re-appointment of Directors and succession planning for Directors, in particular the chairman of the Board having due regards to the Board Diversity Policy and the Nomination Policy;

• (e) identifying and nominating individuals suitably qualified to become Directors and nominating or making recommendations to the Board on the selection of individuals nominated for directorship having due regards to the Board Diversity Policy and the Nomination Policy; and

• (f) assessing the independence of independent non-executive Directors.

1. The Nomination Committee shall also make recommendations to the Board concerning:

• (a) formulating plans for succession for both executive and non-executive Directors;

• (b) the Board Diversity Policy and the measurable objectives for implementing such policy;

• (c) membership of the Company’ s audit and remuneration committees, in consultation with the chairmen of those committees; and

• (d) the re-appointment of any non-executive Director at the conclusion of their specified term of office having given due regard to their performance and ability to continue to contribute to the Board in the light of the knowledge, skills and experience required.

REPORTING PROCEDURES

1. Full minutes of the Nomination Committee’s meetings and all written resolutions of the Nomination Committee should be kept by the secretary of the Nomination Committee and such minutes or written resolutions shall be available for inspection at any reasonable time on reasonable notice by any Director.

2. Minutes of meetings of the Nomination Committee and all written resolutions of the Nomination Committee shall record in sufficient detail the matters considered by the Nomination Committee and decisions reached, including any concerns raised by Directors or dissenting views expressed. Draft and final versions of minutes, or as the case may be, written resolutions of the Nomination Committee should be sent to all members of the Nomination Committee for their comment and records respectively, within a reasonable time after such meetings.

4

1. Without prejudice to the generality of the duties of the Nomination Committee set out above, the Nomination Committee shall report back to the Board and keep the Board fully informed of its decisions and recommendations, unless there are legal or regulatory restrictions on doing so.

WRITTEN RESOLUTION

1. Written resolutions may be passed by all Nomination Committee members in writing.

PROVISION OF TERMS OF REFERENCE

1. The Nomination Committee shall make available these terms of references on request and by inclusion onto HKEx’ s website and the Company’s website, thereby explaining the role of the Nomination Committee and the authority delegated to it by the Board.

APPROVAL OF DISCLOSURE STATEMENTS

1. The Nomination Committee shall be responsible for approving all disclosure statements in relation to the Nomination Committee, including but not limited to relevant disclosure statements in annual reports, interim reports and information uploaded on HKEx’s website and the Company’ s website.

REVIEW OF TERMS OF REFERENCE

1. The Nomination Committee shall review these terms of references annually, and may consider and submit to the Board any proposed changes that the Nomination Committee deems appropriate or advisable.

INTERPRETATION

1. Interpretation of these terms of reference shall belong to the Board.

(The English version shall prevail in case of any discrepancy or inconsistency between the English version and its Chinese translation.)

5