Affluent Partners : Terms of Reference of the Nomination Committee

AFFLUENT PARTNERS HOLDINGS LIMITED錢唐控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(the"Company; Stock Code: 1466)

NOMINATION COMMITTEE

TERMS OF REFERENCE

• 1. PURPOSE

  The nomination committee(the "Committee")of the Company serves to identify, screen and recommend to the board(the "Board")of directors(the "Directors")of the Company appropriate candidates for directorships of the Company, to review the structure, size and composition of the Board at least annually, to complement theCompany's corporate strategy and recommend to the Board nomination guidelines forthe Company.

• 2. MEMBERSHIP

  • a)Members of the Committee (the "Members") shall be appointed by the Board, and the majority of the Members shall be independent non-executive Directors.

  • b) The Board shall from time to time vary the composition of the Committee as may be required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited(the "Listing Rules"), or other codes, rules andregulations as may be prescribed by the applicable regulatory authority from time to time.

  • c) Members shall serve on the Committee for such terms as the Board may fix, and inany case at the Board's will, whether or not a specific term is fixed. The Boardmay remove Members at its sole discretion.

  • d)The chairman of the Committee (the "Chairman") shall be appointed by theBoard. The chairman of the Board or an independent non-executive Director shall be the Chairman.

• 3. AUTHORITY

  • a) The Committee shall report directly to the Board.

  • b) The Committee shall be provided by the Company with sufficient resources to discharge its duties.

  • c) The Committee shall have the authority to retain and terminate any search firm to identify Director candidates and shall have the authority to approve the searchfirm's fees and other retention terms.

  • d) The Committee shall have the authority to obtain advice and assistance from internal or external legal, accounting or other professional advisors at the expense of the Company to assist in its carrying out of its duties.

• 4. RESPONSIBILITIES

  The responsibilities of the Committee shall be:

  • a) To review the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board on a regular basis and make recommendations to the Board regarding any proposed changes;

  • b) to review from time to time the policy for the nomination of Directors (the"Director Nomination Policy") and the Board's diversity policy (the"Board Diversity Policy"), as appropriate, and make recommendations on any proposed revisions to the Board for consideration and approval, and monitor their implementation so as to ensure their effectiveness, and make disclosure of their summary in the Corporate Governance Report annually;

  • c) 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;

  • d) To assess the independence of independent non-executive Directors; and

  • e) To make recommendations to the Board on relevant matters relating to the appointment or re-appointment of Directors and succession planning for Directors, in particular the chairman of the Board and the chief executive officer of the Company.

5.

MEETINGS

• a)Frequency

  The Committee shall meet as often as it determines necessary. The Chairman, a majority of the Members, or the Secretary (as defined below) on requisition of the Chairman or a majority of the Members may call a meeting of the Committee.

• b)Notice

  Notice of any meetings of the Committee has to be given to all Members prior to any such meeting being held. Irrespective of the length of notice being given, attendance of a meeting of the Committee by a Member shall be deemed waiver of the requisite length of notice by the Member. Any Member may consent to short notice and waive notice of any meeting, and any such consent or waiver may be given prospectively or retrospectively. Notice of any adjourned meetings is not required if adjournment is for less than fourteen days.

• c)Quorum

  The quorum of the Committee shall be any two Members, and one of whom must be an independent non-executive Director.

• d)Resolutions

  Resolutions of the Committee shall be passed by a majority of votes, or by way of written resolutions signed by all Members. Meetings can be held in person, by telephone or by video conference.

• e)Minutes

  Full minutes of the Committee meetings shall be kept by the Secretary (as defined below) (who shall attend each meeting). Draft and final versions of minutes of meetings of the Committee shall be sent to all Members for their comments and records respectively, in both cases within a reasonable time after the meeting.

• f)Procedures

  The Committee may establish its own procedures, including the formation and delegation of authority to subcommittees, in a manner not inconsistent with these terms of reference, resolutions of the Board, the articles of association of the Company and other corporate governance documents, the Listing Rules and applicable laws or regulations.

• g)Chairman

  The Chairman (or in his or her absence, a Member designated by the Chairman) shall preside at all meetings of the Committee. The Chairman shall be responsible for leadership of the Committee.

• h)Secretary

  The company secretary of the Company shall be the secretary of the Committee

  (the "Secretary").

• i)Access to management

  The Committee shall have full access to management. The Committee may invite members of management or others to attend the meetings of the Committee and provide pertinent information as appropriate.

(Adopted on 26 September 2014 and amended on 21 December 2018)