Mongolian Mining Corporation — Governance Information 2012

Mar 30, 2012

MONGOLIAN MINING CORPORATION

(Incorporated in the Cayman Islands with limited liability)

(“Company”)

TERMS OF REFERENCE OF THE CORPORATE GOVERNANCE COMMITTEE ADOPTED BY THE BOARD ON 12 JANUARY 2012

1 Membership

• a. The Corporate Governance Committee (hereinafter referred to as the “Committee”) shall be appointed by the board of directors of the Company (“Board”). The Committee shall consist of not less than three members, a majority of whom should be independent non-executive directors of the Company (“INEDs”). The constitution of the Committee shall comply with the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“Listing Rules”) from time to time.

• b. The chairman of the Committee shall be the chairman of the Board or an INED.

2 Attendance at Meetings

• a. Unless otherwise stated herein, the meetings of the Committee are governed by the provisions contained in the Company’s articles of association for regulating the meetings and proceedings of directors.

• b. The quorum for a meeting of the Committee shall be two members of the Committee, both of whom must be INEDs.

• c. The chairman of the Board (“Chairman”) may attend meetings of the Committee.

• d. The Committee may, where appropriate, invite external advisers and/or members of the management of the Company to attend the meeting to advise its members.

• e. The company secretary shall be the secretary of the Committee. In the absence of the secretary of the Committee, the members of the Committee present at the meeting shall elect another person as the secretary.

• f. Members of the Committee may participate in a meeting of the Committee by means of telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.

3 Frequency of Meetings

Meetings shall be held not less than once a year. Any member of the Committee may convene a meeting if he/they consider(s) that one is necessary, or at the request of any member of the Committee, the secretary of the Committee shall convene a meeting as soon as reasonably practicable and having regard to the convenience of all members with priority given to the INEDs.

4 Committee’s Resolutions

A resolution in writing signed by all members of the Committee shall be as valid and effectual as if it had been passed at a meeting of the Committee and may consist of several documents in like form each signed by one or more of the members of Committee. Such resolution may be signed and circulated by fax or other electronic communications. This provision is without prejudice to any requirement under the Listing Rules for a Board or Committee meeting to be held.

5 Authorities

• a. The Committee is authorised by the Board to review, assess and make recommendations upon any issue within its terms of reference. It is authorised to seek any information it requires from any employee or executive director and such persons are directed to co-operate with any request made by the Committee.

• b. The Committee is authorised by the Board, and at the expense of the Company, to obtain outside legal or other independent professional advice and to secure the attendance of independent professional advisers with the relevant experience and expertise if it considers this necessary.

• c. The Committee is to be provided with sufficient resources to perform its duties.

6 Purpose and General Responsibilities

The purpose of the establishment of the Committee is to review and report to the Board on matters of corporate governance.

7 Duties

The duties of the Committee shall be:

• a. to develop and review the Company’s policies and practices on corporate governance and make recommendations to the Board;

• b. to review and monitor the training and continuous professional development of directors and senior management of the Company including making recommendations on methods to improve directors’ knowledge of the Company’s business and governance policies and their responsibilities as directors of the Company;

• c. to review and monitor the Company’s policies and practices on compliance with legal and regulatory requirements;

• d. to develop, review and monitor the code of conduct and compliance manual (if any) applicable to employees and directors of the Company;

• e. to ensure that the Company includes a corporate governance report (“Corporate Governance Report”) prepared by the Board in its summary financial reports (if any) and annual reports in accordance with the disclosure requirements under the Listing Rules and the Code on Corporate Governance;

• f. to review the Company’s compliance with the code and disclosure in the Corporate Governance Report;

• g. to advise the Board, or any of the committees of the Board, of any corporate governance issues which the Committee determines should be considered by the Board or any such committees;

• h. to, in consultation with the Chairman, direct and supervise the investigation into any matter brought to the Committee’s attention within the scope of its duties;

• i. to ensure development of and review on an annual basis the terms of reference for each of the committees of the Board and make recommendations to the Board, as appropriate;

• j. to review with the Board, on a regular basis, the methods and processes by which the Board fulfills its duties and responsibilities, including without limitation, discussion of:

  • (i) the structure of the committees;

  • (ii) the number and content of Board meetings;

  • (iii) the annual schedule of issues which should be considered by the Board at its meetings or those of its committees;

  • (iv) resources available to the directors of the Company; and

  • (v) the communication process between the Board and management;

• k. to assess and make recommendations to the Board on a regular basis regarding the effectiveness of the Board as a whole, committees of the Board, and the contribution of its individual members; and

• l. to do any such things to enable the Committee to discharge its powers and functions conferred on it by the Board.

8 Reporting Procedures

The Committee shall report to the Board. At the next meeting of the Board following a meeting of the Committee, the chairman of the Committee shall report the findings and recommendations of the Committee to the Board.

9 Availability and update of the terms of reference

These terms of reference shall be updated and revised as and when necessary in light of changes in circumstances and changes in regulatory requirements (e.g. the Listing Rules) in Hong Kong. These terms of reference shall be made available to the public by including the information on the respective websites of The Stock Exchange of Hong Kong Limited and the Company.

• Note: If there is any inconsistency between the English and Chinese versions of this Terms of Reference, the English version shall prevail.