Sinopec Kantons Holdings Limited
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Chairman of Nomination Committee:

Dr.  WONG Yau Kar, David

Members of Nomination Committee:

Dr.  WONG Yau Kar, David

Ms. TAM Wai Chu, Maria

Mr.  FONG Chung, Mark

Ms. WONG Pui Sze, Priscilla

Mr.  HONG Fuliang

Mr.  SANG Jinghua

Rules of Procedure of the Nomination Committee

1.    Meetings

1.1 The Nomination Committee members may call any meetings at any time when necessary.

1.2 The quorum of Nomination Committee meetings shall be two members.

2.    Attendance of Meetings

2.1 Other board members, apart from the Nomination Committee members, have the right to attend any Nomination Committee meetings, though they shall not be counted in the quorum.

2.2 Only the Nomination Committee members shall have the voting powers.

3.    Duties and responsibilities

The duties and responsibilities of the Nomination Committee shall be:

3.1 to review the structure, size and composition of the Board (including the skills, knowledge, experience and diversity of opinions) at least annually and make recommendations on any proposed changes to the Board to complement the Company’s corporate strategy;

3.2 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;

3.3 to regularly review the performance of the Directors;

3.4 to 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;

3.5 to assess the independence of independent non-executive Directors;

3.6 to regularly review the corporate governance practice and procedures, and make recommendation to the Board to complement good corporate governance practice of the Company;

3.7 to review the policy on Board diversity (the “Board Diversity Policy”) and any measurable objectives for implementing such Board Diversity Policy as adopted by the Board from time to time and to review the progress on achieving the objectives as appropriate; and to make disclosure of its review results in the corporate governance report of the Company; and

3.8 where the Board proposes a resolution to elect an individual as an independent non-executive Director at the general meeting, the Nomination Committee should set out in the circular to shareholders and/or explanatory statement accompanying the notice of the relevant general meeting why they believe the individual should be elected and the reasons why they consider the individual to be independent.

4.    Reporting responsibilities

4.1 After each meeting, the Nomination Committee shall report formally to the Board on all matters within its duties and responsibilities.

5.    Authority

5.1 The Nomination Committee is authorized by the Board when necessary to seek any necessary information which is within the Nomination Committee’s scope of duties from the employees.

5.2 The Nomination Committee is authorized by the Board when necessary to obtain at the Company’s expense outside independent professional advice, and to secure the attendance of outsiders with relevant experience and expertise.

Sinopec Kantons Holdings Limited
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