PegBio Co., Ltd. — Governance Information 2012

Mar 30, 2012

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BEIJING YU SHENG TANG PHARMACEUTICAL GROUP LIMITED

北京御生堂藥業集團有限公司 *

(Incorporated in Bermuda with limited liability)

(the “Company”)

(Stock Code: 1141)

NOMINATION COMMITTEE TERMS OF REFERENCE

1. Constitution

The Board of Directors of the Company (the “Board”) had resolved to establish a committee known as the “Nomination Committee”.

2. Membership

• 2.1 Members of the Nomination Committee shall be appointed by the Board.

• 2.2 The majority of the members of the Nomination Committee shall be independent non-executive directors.

• 2.3 The chairman of the Nomination Committee shall be appointed by the Board and should be an independent non-executive director.

3. Secretary

• 3.1 The Company Secretary of the Company shall act as the secretary of the Nomination Committee.

• 3.2 The Nomination Committee may from time to time appoint any other person with appropriate qualification and experience as the secretary of the Nomination Committee.

4. Quorum

The quorum necessary for the transaction of business of the Nomination Committee shall be two members of the Committee, one of whom must be an independent non-executive director.

5. Frequency of meetings

The Nomination Committee shall meet at least once a year.

* For identification purpose only

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6. Proceedings at meetings

Unless otherwise specifically provided for in this term of reference, all of the provisions of the Bye-laws of the Company regulating meetings and proceedings of the Board shall, mutatis mutandis, govern the meetings and proceeding of the Nomination Committee.

7. Authorities

• 7.1 The Nomination Committee is authorized by the Board to seek any information it requires from senior management of the Company in order to perform its duties.

• 7.2 The Nomination Committee is authorized by the Board where necessary to have access to independent professional advice.

• 7.3 The Nomination Committee shall be provided with sufficient resources to perform its duties.

8. Duties

The Nomination Committee shall have the following responsibilities, powers and discretion:

• 8.1 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 strategy;

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

• 8.3 to assess the independence of independent non-executive directors; and

• 8.4 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 officer.

9. Reporting Procedures

The secretary shall circulate the minutes of the meetings of the Nomination Committee to all members of the Board.

Note: In case of discrepancies or inconsistencies between the English version and the Chinese version of this terms of reference, the English version shall prevail.

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