Medlive Technology Co., Ltd. — Governance Information 2012

Mar 16, 2012

HISENSE KELON ELECTRICAL HOLDINGS COMPANY LIMITED

Terms of reference for Nomination Committee of the Board of Directors

(Considered and passed at the 2012 third interim meeting of the seventh session of the board of directors held on March 16, 2012)

Chapter 1 General

Rule 1. To standardize the creation of leaders of the Company, perfect the nomination system for directors and senior management of the Company and set up a healthy corporate governance structure, the Company has specially established a nomination committee (the “Nomination Committee”) under the board of directors (the “Board”) and formulated these terms of reference pursuant to The Company Law of the People’s Republic of China, Code of Corporate Governance for Listed Companies in China, Articles of Association, Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and other relevant rules.

Rule 2. The Nomination Committee is a specialized working organ under the Board that is primarily responsible for the selection and recommendation of candidates for the positions of director and senior management, and the standard and process of the selection system.

Chapter 2 Composition

Rule 3. The Nomination Committee shall consist of five directors, three of whom shall be independent non-executive directors.

Rule 4. The members of the Nomination Committee members shall be nominated by the chairman, one-half or more of the independent non-executive directors or one-third or more of the directors and shall be elected by the Board.

Rule 5. The Nomination Committee shall have one chairman (convener), who must be an independent non-executive director and shall chair the work of the committee. The convener shall be elected among the members and shall be reported to the Board for approval.

Rule 6. The term of office of the members of the Nomination Committee shall be the same as his term of office on the Board. Where a member ceases to be a director of the Company during his term of office, he will be disqualified as a member of the committee accordingly. The Board shall fill the vacancy pursuant to the above Rule 3 to Rule 5.

Rule 7. The human resources department of the Company shall assist in carrying out

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the daily work of the Nomination Committee, including the selection and nomination of individuals.

Chapter 3 Duties and Authority

Rule 8. The major duties and authority of the Nomination Committee are:

• (A) to analyze the standard and process for selection of candidates for the positions of director and senior management and make recommendations to the Board.

• (B) to extensively identify individuals qualified to become directors and senior management.

• (C) to examine the candidate for the positions of director and senior management and make recommendations to the Board;

• (D) 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 strategies ;

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

• (F) 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.

• (G) other matters authorized by the Board.

Rule 9. The Nomination Committee shall be accountable to the Board and the proposal of the committee shall be submitted to the Board for approval. Unless with any sufficient reason or reliable evidence, the controlling shareholders shall give full respect to the recommendation made by the Nomination Committee; otherwise, no individuals shall be nominated as alternative directors or senior management by the controlling shareholders.

Chapter 4 Decision-making Process

Rule 10. On the basis of the requirements of the relevant laws, regulations and Articles of Association, and according to the actual conditions of the Company, the Nomination Committee shall analyze the prerequisite for becoming the director and senior management of the Company, the selection process and the term of office and

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shall keep a record of the resolution which shall be submitted to the Board for approval and be implemented accordingly.

Rule 11. The selection process of candidates for the positions of director and senior management:

• (A) The Nomination Committee shall actively communicate with relevant departments and the shareholders and analyze the demand for the positions of director and senior management of the Company in order to formulate written materials;

• (B) The Nomination Committee may extensively identify individuals as candidates for the positions of director and senior management in the Company, its subsidiaries, enterprises in which it has equity interests, the employment market, etc.

• (C) The Nomination Committee shall collect the information of the candidates, such as occupation, educational qualification, title of his position, detailed working experience, including part-time jobs, and shall formulate written materials.

• (D) Before the nomination, the Nomination Committee shall request the written consent from the individuals being nominated, otherwise, the individuals shall not be regarded as the candidates for the positions of director or senior management;

• (E) The Nomination Committee shall convene meetings and examine the qualifications of the individuals according to the requirements for the positions of director and senior management;

• (F) In respect of the nomination of candidates for the position of director, the Nomination Committee shall provide the Board with its recommendation with relevant materials two months before the nomination. In respect of the nomination of senior management, the Nomination Committee shall provide the Board with candidates for the position of its recommendation with relevant materials one month before the nomination.

• (G) The Nomination Committee shall follow up any subsequent work according to the Board’s decision and feedback.

Chapter 5 Rules for proceedings of meetings

Rule 12. The Nomination Committee shall meet at least once every year. Seven days’ notice shall be given to all members before the meeting. The meeting shall be chaired

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by the convener, or, where the convener is unable to present at the meeting, one of the members as authorized by the convener.

Rule 13. The meetings of the Nomination Committee shall only be held when two-thirds or more of members are present. Each member shall have one vote. Resolutions made at the meeting shall be passed by more than half of all members.

Rule 14. Resolutions at the meetings of the Nomination Committee shall be determined by show of hands or by poll. Impromptu meetings may be held through any communication facilities.

Rule 15. Where necessary, the Nomination Committee may invite directors, supervisors and senior management of the Company to the meetings.

Rule 16. Where necessary, the Nomination Committee may appoint intermediary agencies to provide independent and professional advices for its decisions-making and the fee shall be borne by the Company.

Rule 17. The convening procedures, the method of voting and the resolutions passed at the meetings of the Nomination Committee shall be in accordance with the relevant laws, regulations, Articles of Association and the rules in these term of reference.

Rule 18. Minutes shall be taken for the meetings of the Nomination Committee. Draft and final versions of minutes of the meetings should be sent to all committee members for their comment and records respectively, in both cases within a reasonable time after the meeting. Members present at the meeting shall sign on the final version of the minutes and the minutes shall be kept by the secretary of the Board of the Company.

Rule 19. The resolutions and voting results at the meetings of the Nomination Committee shall be reported to the Board of the Company in written form.

Rule 20. Members who attend to the meetings shall keep confidential all the proceedings at the meetings and shall not disclose any relevant information without authorization.

Chapter 6 Miscellaneous

Rule 21. These terms of reference shall be effective from the date on which the Board passes a resolution to approve the same.

Rule 22. Matters which are not provided for in these terms of reference shall be governed by the requirements of the relevant laws and regulations in China, Listing

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Rules in Hong Kong and relevant rules and regulations and the Articles of Association. If these terms of reference conflict with any laws and regulations promulgated in China in the future or the Articles of Association as modified through procedures in compliance with laws, the terms of reference shall be implemented in accordance with the requirements of the relevant laws, regulations and Articles of Association and shall be modified forthwith and reported to the Board for approval.

Rule 23. The right to interpret these terms of reference shall belong to the Board.

The English version of these terms of reference is for reference only and if there is any conflict between the English and the Chinese versions, the Chinese version shall prevail.

The Board of Directors of Hisense Kelon Electrical Holdings Company Limited March 16, 2012

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