ORIENT OVERSEAS (INTERNATIONAL) LIMITED Nomination Committee - Terms of reference 1. Constitution, membership and attendance

1.1 The Nomination Committee is constituted pursuant to bye-law no.121 of the
Bye-Laws of Orient Overseas (International) Limited (the "Company").
1.2 The members of the Nomination Committee shall be appointed by the Board of Directors of the Company (the "Board") from amongst the Directors of the Company and shall consist of at least three members, majority of whom must be Independent Non-Executive Directors. Their appointment may be revoked by the Board and shall be automatically terminated if they cease to hold the office of the Director of the Company for any cause.
1.3 The Chairman of the Nomination Committee shall be the Chairman of the Board. In the absence of the Chairman from any meeting, the remaining members of the Nomination Committee present shall elect one of their members to be the chairman of the meeting, who shall be an Independent Non- Executive Director.
1.4 The Company Secretary shall act as the Secretary of the Nomination
Committee.
1.5 Meetings of the Nomination Committee shall be attended by members of the Nomination Committee and the Secretary. Members of the Nomination Committee may invite such person as they think fit, including but not limited to external advisors or consultants, to attend and speak (but not to vote) at a meeting of the Nomination Committee.

2. Quorum of meetings

2.1 The quorum of a meeting shall be two members of the Nomination Committee.

3. Frequency of meetings

3.1 Meetings shall be held at least once a year and at such other times as the Chairman of the Nomination Committee or any other members of the Nomination Committee shall require.

4. Notice of meetings

4.1 Meetings of the Nomination Committee may be convened by the Secretary of the Nomination Committee at the request of any member of the Nomination Committee or by any member of the Nomination Committee.
4.2 Reasonable notice shall be given, as far as practicable, in writing or by telephone or in such other manner as the Nomination Committee may from time to time determine. Any member of the Nomination Committee may waive notice of any meeting either prospectively or retrospectively.

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4.3 The Secretary, in conjunction with the Chairman of the Nomination Committee, will draw up an agenda which will be circulated to the members of the Nomination Committee together with the materials for the meeting within a reasonable time before the meeting.
4.4 The members of the Nomination Committee shall have access to information and other materials from the Company Secretary or the Chairman of the Nomination Committee so that they are able to make informed decisions on matters placed before them.

5. Proceedings of meetings

5.1 Members of the Nomination Committee may participate in any meeting of the Nomination Committee by means of a conference telephone or other communications equipment through which all persons participating in the meeting can communicate with each other and, for the purpose of counting a quorum, such participation shall constitute presence at a meeting as if those participants were present in person.
5.2 Every matter shall be determined by a majority of votes of the members of the Nomination Committee present. Each member shall have one vote on the question arising at any meeting, provided that no member shall vote on any matter which would constitute a conflict of interest.
5.3 If a member of the Nomination Committee has a conflict of interest in any matter to be considered by the Nomination Committee, the Secretary shall ensure that such matter shall be dealt with by a physical meeting rather than a written resolution and the affected member shall not be counted in the quorum present at that meeting of the Nomination Committee.
5.4 A resolution in writing signed by all the members of the Nomination Committee shall be as valid and effectual as if a resolution had been passed at a meeting of the Nomination Committee duly convened and held.
5.5 All meetings and proceedings of the Nomination Committee shall be governed by the provisions of the Bye-Laws and the Corporate Governance Code of the Company for regulating proceedings of meetings of the Board unless otherwise provided herein.

6. Minutes of meetings

6.1 The Secretary shall record in sufficient details the matters considered and decisions reached, including any concerns raised by the member of the Nomination Committee or dissenting views expressed, if any.
6.2 The Secretary shall ascertain, at the beginning of each meeting, the existence of any conflicts of interest and minute them accordingly.
6.3 The Secretary shall circulate draft minutes of the Nomination Committee to all members of the Nomination Committee for their comments and copies of signed minutes to all members of the Nomination Committee and the Board, within a reasonable time after the meeting is held.

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6.4 The Secretary shall keep copies of full minutes of all meetings of the Nomination Committee and shall make them available for inspection by the Directors and the members of the Nomination Committee during office hours.

7. Annual General Meetings

7.1 The Chairman of the Nomination Committee should attend the annual general meetings of the Company to answer any shareholder's question on the Nomination Committee's activities.

8. Authority

8.1 The Nomination Committee shall have all powers, authorities and discretion necessary to carry out the duties as stated in item 9 herein.
8.2 The Nomination Committee is authorised to investigate any activity within its term of reference and to seek any information it requires from any Director or employee of the Company and its subsidiaries (the "Group") in order to perform its duties. All employees of the Group are directed to cooperate with any reasonable request made by the Nomination Committee.
8.3 The Nomination Committee is authorised to obtain external independent professional advice at the expense of the Company and to secure the attendance of outsiders with relevant experience and expertise if the Nomination Committee considers necessary for the fulfillment of its duties.

9. Duties

The primary duties of the Nomination Committee include to:
9.1 review from time to time and recommend to the Board for its consideration the Company's policy for the nomination of Directors, including nomination procedures and process and criteria to select and recommend candidates for directorship of the Company so that the Board has a balance of skills, experience and diversity of perspectives appropriate to the requirements of the Group's business and specific needs; changes to the Board's composition can be managed without undue disruption; and has a balanced composition of Executive and Non-Executive Directors (including Independent Non- executive Directors) so that there is a strong independent element on the Board, which can effectively exercise independent judgement. Non- Executive Directors should be of sufficient calibre and number for their views to carry weight;
9.2 establish and review from time to time, a formal, considered and transparent procedures for the appointment of new directors and plans in place for orderly succession for appointments;
9.3 review and report annually against any measurable objectives set for implementation of the Board Diversity Policy, and the progress on achieving these objectives (if relevant);
9.4 review the structure, size and composition (including the skills, knowledge,

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experience and from diversity perspective) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company's corporate strategy;
9.5 identify, nominate and recommend to the Board for its consideration and approval suitably qualified candidate, based on meritocracy and the Board Diversity Policy appropriate for the Company's business and specific needs, to become a director of the Company either to fill a casual vacancy or as an addition to the existing Board;

9.6 recommend to the Board on the appointment or re-appointment/ re-election of Directors and succession planning for Directors in particular the Chairman and the chief executive (if any) of the Group to maintain a balance of skills knowledge, experience and diversity of perspectives of the Board;
9.7 assess and report to the Board the qualifications of any person proposed by a shareholder of the Company for election as a director of the Company to ensure compliance with the nomination policy of the Company and the requirements as provided in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") are satisfied;
9.8 assess the independence of Independent Non-Executive Directors of the
Company;
9.9 regularly review and report to the Board the contribution required from a Director of the Company to perform his responsibilities and whether he is spending sufficient time performing them;
9.10 assess performance of the Executive Directors and conduct a regular evaluation of the Board's performance by a member of the Nomination Committee, who is an Independent Non-Executive Director, and report results of the evaluation to the Board;
9.11 report to the Board on its decisions, and any matters in respect of which it considers that action is needed, and its recommendations as to the steps to be taken;
9.12 provide to the Compliance Committee such information as required to be disclosed by the Nomination Committee for incorporation into the Company's corporate governance reports, the annual reports, the interim reports and other documents, as the case may be, pursuant to the Listing Rules as amended from time to time;
9.13 exercise such other powers, authorities and discretions, and perform such other duties, of the Directors in relation to the nomination of Directors as the Board may from time to time delegate to it; and
9.14 conform to any requirement, direction, and regulation that may from time to time be prescribed by the Board or contained in the Company's constitution or imposed by legislation.

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