Persistence Gold Group Ltd — Governance Information 2013

Aug 30, 2013

APAC RESOURCES LIMITED

(the “Company”)

Terms of Reference

Nomination Committee

These terms of reference were approved and adopted by the resolutions of the board of directors of the Company (the “ Board ”) passed on 27 February 2012 for adoption with effect from 1 March 2012 and revised on 1 September 2013.

1. Constitution

• 1.1 The nomination committee (the “ Committee ”) is formally established and constituted as a committee of the Board in accordance with the Bye-Laws of the Company.

• 1.2 The terms of reference for the Committee outlined below are defined and approved by the Board and may be amended by the Board at any time.

2. Membership

• 2.1 The members of the Committee shall be appointed by the Board. The Committee shall consist of not less than three members, a majority of whom should be independent non-executive directors.

• 2.2 The Board shall appoint the chairman of the Committee (the “ Committee Chairman ”) who should be the chairman of the board or an independent non-executive director. In the absence of the Committee Chairman, the remaining members present shall elect one of themselves to chair the meeting.

• 2.3 Only members of the Committee have the right to attend and vote at Committee meetings. However, other individuals such as the chairman, chief executive and external advisers of the Company may be invited to attend for all or part of any meeting as and when appropriate.

3. Secretary

• 3.1 The Committee Chairman may from time to time appoint any person with appropriate qualification and experience as the secretary of the Committee (the “ Secretary ”). Unless the Committee Chairman decides otherwise, the company secretary of the Company shall be the Secretary.

• 3.2 Full minutes of the meetings should be kept by the Secretary and should be open for inspection at any reasonable time on reasonable notice by any director.

Page 1 / 3

APAC – Nomination Committee Terms of Reference

• 3.3 Draft and final versions of minutes of the meetings should be sent to all committee members for their comment and records respectively, within a reasonable time after the meeting.

4. Meetings

• 4.1 The Committee shall meet at least once a year. Additional meetings shall be held as the work of the Committee demands.

• 4.2 The quorum necessary for the transaction of business shall be two. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.

• 4.3 A meeting of the Committee may be called by any member of the Committee or the Secretary.

• 4.4 Unless otherwise agreed, notice of each meeting together with an agenda of items to be discussed, shall be forwarded to each member of the Committee and to any other person required to attend no later than 3 working days before the date of the meeting. Supporting papers shall be sent to the members of the Committee and to other attendees as appropriate, at the same time.

• 4.5 The meetings and proceedings of the Committee shall be governed by the provisions contained in the Company’s Bye-Laws for regulating the meetings and proceedings of the Board so far as the same are applicable. A resolution in writing signed by all the members of the Committee shall be as valid and effectual as if it had been passed at a meeting of the Committee duly convened and held. Any such resolution may be contained in a single document or may consist of several documents all in like form. For the purpose of these regulations, “in writing” and “signed” include approval by telex, facsimile, cable and telegram.

5. Duties, Powers and Functions

• 5.1 The Committee shall be provided 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.

• 5.2 The duties of the Committee include:

  • (a) review the structure, size and diversity, taking into consideration factors including but not limited to gender, age, cultural background, educational background, skills, knowledge, professional experience, time for performing director’s duties and/or length of service of the Board at least annually; and make recommendations on any proposed changes to the Board to complement the Company’s corporate strategy;

Page 2 / 3

APAC – Nomination Committee Terms of Reference

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

• (c) assess the independence of independent non-executive directors; and

• (d) 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.

6. Reporting Responsibilities

• 6.1 The Committee Chairman shall report back to the Board on their decisions or recommendations, unless there are legal or regulatory restrictions on their ability to do so (such as a restriction on disclosure due to regulatory requirements).

• 6.2 The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.

• 6.3 The Committee Chairman or failing him, another member of the Committee or failing him, his duly appointed delegate should attend the Company’s annual general meeting and be available to answer questions at the annual general meeting.

• 6.4 Review the Board diversity policy, as appropriate and make recommendations on any required changes for the Board’s consideration and approval; to review the measurable objectives that the Board has set for implementing the Board diversity policy; to monitor the progress on achieving such objectives; and to make the relevant disclosure in the corporate governance report.

7. Publication of this Terms of Reference

• 7.1 The terms of reference of the Committee will be published on the websites of the Company and The Stock Exchange of Hong Kong Limited.

Page 3 / 3

APAC – Nomination Committee Terms of Reference