China Tontine Wines : Nomination Policy

CHINA TONTINE WINES GROUP LIMITED ʕ਷ஷ˂ৢุණྠϞࠢʮ̡

(incorporated in Bermuda with limited liability)

€׵ϵᅉ༺ൗ̅ϓͭٙϞࠢʮ̡

(Stock Code: 389)

€ٰ΅˾໮j389

NOMINATION POLICY

౤Τ݁ഄ

• 1. OBJECTIVE€ͦٙ

  • 1.1 The Nomination Committee (the "Committee") established by the board of directors (the "Board") of China Tontine Wines Group Limited (the "Company" together with its subsidiaries, the "Group") is responsible for identifying and recommending candidate(s) for the role of Director(s) to the Board for nominating them for election by shareholders at general meetings for appointment, re-appointment or to fill a casual vacancy.

    ʕ਷ஷ˂ৢุණྠϞࠢʮ̡€˜͉ʮ̡™ஹՉڝ᙮ʮ̡d˜͉ණྠ ™໨ԫึϓͭٙ౤ Τ։ࡰึ඲Σ໨ԫึ౤Τቇ຅ɛ፯d˸Զ໨ԫึϽᅇʿΣٰ؇પᑥ׵ٰ؇ɽึɪ ፯΂Ŋࠠ΂މ͉ʮ̡໨ԫdאԶ෬໾໨ԫึᑗࣛ٤ॹf

  • 1.2 The ultimate responsibility for the selection and appointment of Directors rests with the entire Board.

    ໨ԫึࠋϞ௰୞፯኿ձ։΂໨ԫٙப΂f

• 2. SELECTION CRITERIA€ေ፯๟ۆ

  2.1 The Board should have a balance of skills, experience and diversity of perspectives appropriate to the requirements of the Company's business. To ensure changes to the Board composition can be managed without undue disruption, there should be a formal, considered and transparent procedure for selection, appointment and re-appointment of Directors, as well as plans in place for orderly succession (if considered necessary), including periodical review of such plans. The appointment of a new Director (to be an additional Director or fill a casual vacancy as and when it arises) or any re-appointment of Directors is a matter for decision by the Board upon the recommendation of the proposed candidate by the Committee.

໨ԫึᏐ࣬ኽ͉ʮุ̡ਕהცҦஔe຾᜕ʿεʩᝈᓃၾԉܓfމᆽڭՉଡ଼ϓɛࡰٙ ᜊਗʔึ੭Ըʔቇ຅ٙʍᓔd͉ʮ̡ᏐணϞ͍όe຾ᄲฐϽᅇԨՈீ׼ܓٙ໨ԫေ ፯e։΂ʿŊאࠠอ։΂೻ҏdԨண֛Ϟॣҏٙ໨ԫᘱ΂ࠇྌ€νႩމϞცࠅd ܼ֛̍ಂᏨীϤᗳࠇྌf։΂อ໨ԫ€Ъމอᄣ໨ԫא෬໾ה̈ତٙᑗࣛ٤ॹɗ ຾։ࡰึપᑥࡉ፯ɛܝ͟໨ԫึЪ̈Ӕ֛f

2.2 The criteria to be taken into account when considering the suitability of a candidate shall be his or her ability to devote sufficient time and attention to the affairs of the Company and contribute to the diversity of the Board as well as the effective carrying out by the Board of the responsibilities which, in particular, are set out as follows:

• (a) bringing an independent judgment and make constructive recommendation on issues of strategy, policy, performance, accountability, resources, key appointments and standards of conducts;

• (b) taking the lead where potential conflicts of interests arise;

• (c) serving on the Audit Committee, the Remuneration Committee and/or the Nomination Committee (in the case of candidate for Non-Executive Director) and/or and other Board committee(s), if invited;

• (d) devoting sufficient time to the Board and/or any Committee(s) on which he or she serves so as to allow them to benefit from his or her skills, expertise, and varied backgrounds and qualifications and diversity through attendance and participation in the Board and/or Committee meetings;

• (e) scrutinising the Company's performance in achieving agreed corporate goals and objectives, and monitoring the reporting of performance;

• (f) ensuring the Committees on which he or she serves to perform their powers and functions conferred on them by the Board; and

• (g) conforming to any requirement, direction and regulation that may from time to time be prescribed by the Board or contained in the constitutional documents of the Company or imposed by legislation or the Listing Rules, where appropriate.

Ͻᅇࡉ፯ɛ݊щΥቇٙᅺ๟dᏐൖ˷ࡉ፯ɛ݊щঐ࿁໨ԫึЪ্̈ᘠdԴ໨ԫึঐ ϞࣖᄵБՉᔖபdˈՉ݊ɨ˖ה༱΢ධj

• (a) ঐމ͉ණྠίഄଫe݁ഄeڌତeᔖபe༟๕e˴ࠅ։΂ʿ዁ς๟ۆഃԫධЪ ̈ዹͭкᓙʿϞܔண׌ʘܔᙄi

• (b) ׵೯͛ᆑίлूላ߉ࣛ೯౨ჯኬЪ͜i

• (c) ؂ਕ׵ᄲࣨ։ࡰึdᑚཇ։ࡰึʿŊא౤Τ։ࡰึ€νމڢੂБ໨ԫࡉ፯ɛ ˸ʿՉ˼޴ᗫ໨ԫึᒍɨʘ։ࡰึ€νᐏᒗሗi

• (d) ঐʱৣԑ੄ࣛග̈ࢩʿਞၾ໨ԫึŊ։ࡰึึᙄdԴ໨ԫึʿ΂О։ࡰึա ౉׵ՉҦঐeਖ਼ڗe΢၇ߠ౻ʿ༟ࣸi

• (e) ္࿀͉ʮ̡ί༺ߧᙄ֛ʘΆุ֚ϙʿͦᅺ˙ࠦٙڌତʿ္ຖ޴ᗫڌତٙ͡జ ઋرi

• (f) ᆽڭ־ה؂ਕٙ։ࡰึᄵБ໨ԫึબʚٙᛆɢʿᔖঐiʿ

• (g) ፭ς໨ԫึʔࣛࠈ֛dא͉ʮ̡ኮ௝˖΁ʔࣛה༱dאجԷאɪ̹஝ۆʔࣛ ࠈͭٙ΂О஝֛eܸͪʿ஝Է€νቇ͜f

2.3 If the candidate is proposed to be appointed as an independent non-executive Director

(INED), his or her independence shall be assessed in accordance with, among other things, the factors as set out in Rule 3.13 of the Listing Rules, subject to any amendments as may be made by the Stock Exchange from time to time. Where applicable, the totality of the candidate's education, qualifications and experience shall also be evaluated to consider whether he or she has the appropriate professional qualifications or accounting or related financial management expertise for filling the office of an INED with such qualifications or expertise as required under Rule 3.10(2) of the Listing Rules.

νܔᙄ։΂ࡉ፯ɛމዹͭڢੂБ໨ԫdۆ඲࣬ኽ€Չʕܼ̍ɪ̹஝ۆୋ3.13 ૢ€ ຾ ᑌʹה̙ঐʔࣛЪ̈ࡌࠈה༱ٙΪ९൙ПՉዹͭ׌fνቇ͜dۆ͵඲൙П༈ࡉ፯ ɛٙኪዝe༟ࣸʿ຾᜕ഃ዆᜗ઋرd˸Ͻᅇ־݊щՈ௪Υቇٙਖ਼ุ༟ࣸאึࠇא޴ ᗫৌਕ၍ଣਖ਼ڗ€ уɪ̹஝ۆୋ3.10(2)ૢה஝֛ٙ޴ᗫ༟ࣸאਖ਼ڗ˸ዄ΂ዹͭڢ ੂБ໨ԫf

3. NOMINATION PROCEDURES€౤Τ೻ҏ

3.1 Where the Board proposes a resolution to elect an individual as an INED at the general meeting, it should set out in the circular to shareholders and/or explanatory statement accompanying the notice of the relevant general meeting:

• (a) the process used for identifying the individual and why the Board believes the individual should be elected and the reasons why it considers the individual to be independent;

• (b) if the proposed INED will be holding their seventh (or more) listed company directorship, why the Board believes the individual would still be able to devote sufficient time to the Board;

• (c) the perspectives, skills and experience that the individual can bring to the Board; and

• (d) how the individual contributes to diversity (including gender diversity) of the Board.

ࡊ໨ԫึ౤яɓධӔᙄࣩ׵ٰ؇ɽึɪ፯΂ݔɛɻމዹͭڢੂБ໨ԫdۆ඲׵Ϟ ᗫٰ؇ɽึஷѓהᎇڝٙߧٰ؇ஷՌʿŊאႭ׼Ռ΁ʕdᏐ༈ΐ׼j

• (a) ͜˸يЍ༈Τɛɻٙݴ೻e໨ԫึႩމᏐ፯΂༈Τɛɻٙଣ͟˸ʿ˼ࡁႩމ ༈Τɛɻ᙮ዹͭɛɻٙࡡΪi

• (b) ν؈ࡉ΂ዹͭڢੂБ໨ԫਗ਼̈΂ୋɖ࢕€א˸ɪɪ̹ʮ̡ٙ໨ԫd໨ԫึႩ މ༈Τɛɻʥ̙ҳɝԑ੄ࣛගᄵБ໨ԫப΂ٙࡡΪi

• (c) ༈Τɛɻ̙މ໨ԫึ੭ԸٙᝈᓃၾԉܓeҦঐʿ຾᜕iʿ

• (d) ༈ΤɛɻνОڮආ໨ԫึϓࡰ€ܼ̍׌йεʩʷf

• 4. REVIEW OF THIS POLICY€Ꮸী͉݁ഄ

  4.1

  The Nomination Committee will review this Policy, as appropriate, to ensure the effectiveness of this Policy. The Nomination Committee will discuss any revisions that may be required, and recommend any such revisions to the Board for consideration and approval.

  މᆽڭ͉݁ഄБʘϞࣖd౤Τ։ࡰึਗ਼׵ቇ຅ࣛࡉᏨী͉݁ഄf౤Τ։ࡰึਗ਼ึী ሞ΂Оც࿁͉݁ഄЪ̈ٙࡌࠈdԨΣ໨ԫึ౤̈ࡌࠈܔᙄdԶ໨ԫึϽᅇʿஷཀf

• 5. DISCLOSURE OF THIS POLICY€מᚣ͉݁ഄ

5.1

This Policy can be published on the Company's website for public information.

͉݁ഄ̙೮༱ί͉ʮ̡ၣ१Զʮ଺ݟቡf

Effective Date: 7 January 2019 ͛ࣖ˚ಂj 2019ϋ1˜7˚

Note: In case of inconsistency, the English text of this nomination policy shall prevail over its Chinese text.

ൗj ν͉౤Τ݁ഄٙߵ˖͉ၾՉʕ˖͉ʔɓߧdɓ฿˸ߵ˖͉މ๟f