(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03382) TERMS OF REFERENCE OF THE NOMINATION COMMITTEE (The "Committee") Membership

1. The Committee shall consist of at least three members appointed by the board of directors (the "Board") of Tianjin Port Development Holdings Limited (the "Company") from time to time. The majority of the members of the Committee should be independent non-executive directors of the Company.
2. The Board shall appoint one of the members as the Chairman of the Committee who shall be an independent non-executive director of the Company or the Chairman of the Board.
3. The company secretary of the Company shall act as the secretary of the Committee (the
"Secretary").

Frequency and proceedings of meetings

4. The Committee shall meet at least once every year. Additional meetings shall be held as the work of the Committee demands.
5. The Chairman of the Committee may convene additional meetings at his discretion.
6. The quorum of a meeting shall be two members of the Committee. 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.

Duties, powers and functions

7. The Committee shall:
(a) 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 corporate strategy of the Company;
(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 of the Board and the chief executive.
8. The Committee shall be provided with sufficient resources including but not limited to seeking of independent professional advice, to enable it to perform its duties.

Reporting procedures

9. The Secretary shall circulate the minutes of the meetings to all members of the Committee and to all members of the Board.

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This press release was issued by Tianjin Port Development Holdings Ltd. and was initially posted at http://www.tianjinportdev.com/en/pdf/terms_of_ref_nomination.pdf . It was distributed, unedited and unaltered, by noodls on 2012-03-30 14:56:21 PM. The issuer is solely responsible for the accuracy of the information contained therein.