China Oil And Gas Group Limited : TERMS OF REFERENCE FOR THE NOMINATION COMMITTEE

(Stock Code: 603)

1.1 The Committee is established pursuant to a resolution passed by the Board at its meeting held on 15 March 2006 and further resolved on 20 March 2012 and 26
August 2013 the revision of this terms of reference.

2.1 Members of the Committee shall be appointed by the Board from amongst the directors of the Company and shall consist of not less than three members, a majority of whom shall be independent non-executive directors.
2.2 The Chairman of the Committee shall be the Chairman of the Board or an independent non-executive Director and appointed by the Board.
2.3 The Company Secretary of the Company or such other person appointed by the
Board to be the Secretary of the Committee.
2.4 The appointment of the members of the Committee may be revoked, or additional members may be appointed to the Committee by separate resolutions passed by the Board and by the Committee.

3.1 Notice of Meeting:
(a) Unless otherwise agreed by all the Committee members, a meeting shall be
convened by at least seven days' notice.
(b) A Committee member may at any time summon a Committee meeting.
(c) Notice shall be given to each Committee member in person orally or in writing or by telephone or by facsimile transmission or email at numbers or addresses from time to time notified to the secretary of the company by such Committee member or in such other manner as the Committee members may from time to time determine.
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(d) Any notice given orally shall be followed by confirmation in writing as soon as practicable before the meeting.
(e) Notice of meeting shall state the date, time and place of the meeting and shall be accompanied by an agenda together with other documents which may be required to be considered by the members of the Committee for the purposes of the Meeting.
3.2 Quorum: The quorum of the Committee meeting shall be at least two-thirds of the members of the Committee.
3.3 Other Board members shall also have the right of attendance.

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

5.1 A Committee member may not appoint any alternate.

6.1 The Committee has the authority delegated from the Board to deal with the matters set out in clauses 7.1(a) - (e) below and to seek any necessary information which is within the Committee's scope of duties, from the employees.
6.2 The Committee is authorized by the Board to obtain, at the Company's expense, outside independent professional advice, on any matters within its terms of reference.

7.1 The duties of the Committee shall be:
(a) to review the structure, size and diversity (including without limitation, gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and 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;
(b) 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. In identifying suitable candidates, the Committee shall consider candidates on merit and against the object criteria, with due regard for the benefits of diversity on the Board;
(c) to assess the independence of independent non-executive Directors of the
Company;
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(d) to review the Board Diversity Policy, as appropriate; and review the measurable objectives that the Board has set for implementing the Board Diversity Policy, and the progress on achieving the objectives; and make disclosure of its review results in the Corporate Governance Report annually; and
(e) to make recommendations to the Board on the appointment or re-appointment of Directors of the Company and succession planning for Directors of the Company, in particular the chairman and chief executive, taking into account the Company's corporate strategy and the mix of skills, knowledge, experience and diversity needed in the future, together with the Board, as appropriate.
7.2 The Committee should be provided with sufficient resources to discharge all of its duties.

8.1 Full minutes of Committee meeting shall be kept by the secretary of the Company.
The secretary of the Company shall circulate to all members of the Committee the draft and final version of minutes of meetings of the Committee or, as the case may be, written resolutions, for their comments and records respectively and all written resolutions of the Committee, once agreed, to all members of the Board within a reasonable time.

9.1 The bye-laws of the Company regulating the meetings and proceedings of the Directors so far as the same are applicable and are not replaced by the provisions of these terms of reference shall apply to the meetings and proceedings of the Committee.

10.1 The Board may, subject to compliance with the bye-laws of the Company and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (including the Corporate Governance Code), amend, supplement and revoke these terms of reference and any resolution passed by the Committee provided that no amendments to and revocation of these terms of reference and the resolutions passed by the Committee shall invalidate any prior act and resolution of the Committee which would have been valid if such terms of reference or resolution had not been amended or revoked.
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