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TERMS OF REFERENCE FOR THE NOMINATION COMMITTEE

CONSTITUTION

Pursuant to the Rules governing the listing of securities on The Stock Exchange of Hong Kong Limited (“Listing Rules”), particularly Appendices 14 and 23, the board of directors (“Board”) of Sa Sa International Holdings Limited (“Company”) had established a nomination committee (“Nomination Committee”) on 31 March 2005.

MEMBERSHIP AND QUORUM

The Nomination Committee shall be appointed by the Board amongst its members and shall consist of not less than three (3) members. A majority of the members of the Nomination Committee should be independent non-executive directors. A quorum shall be two (2) members provided that if any members of the Nomination Committee are interested in any nomination submitted to the Nomination Committee for consideration or approval, such member shall declare the nature of his interest and shall not be counted in the quorum present at the meeting and his vote shall also not be counted.

The chairman of the Nomination Committee (“Chairman”) shall be nominated among the members of the Nomination Committee.

ATTENDANCE AT MEETINGS

4	Other Board members shall have the right of attendance. The Nomination Committee may invite any person it deems appropriate to attend its meetings.
5	The Company Secretary shall be the secretary of the Nomination Committee. In the absence of the Company Secretary in any meeting of the Nomination Committee, members of the Nomination Committee shall be entitled to appoint any other person which it deems appropriate to act as the secretary of such meeting of the Nomination Committee.
6	The secretary shall circulate the minutes of meeting of the Nomination Committee to all members of the Nomination Committee after each meeting.

MEETING SCHEDULE

7	Meetings of the Nomination Committee shall be held not less than once a year.

AUTHORITY

Upon reasonable request, the Nomination Committee members can obtain independent professional advice in appropriate circumstances as and when deem necessary and fit pursuant to the guideline for Directors to obtain independent professional advice approved by the Board and adopted by the Company from time to time. The Nomination Committee should be provided with sufficient resources to discharge its duties. At the next meeting of the Board following a meeting of the Nomination Committee, the Committee shall report to the Board on the findings and recommendations, if any, of the Committee.

The Nomination Committee is authorized by the Board:-

(a)	to determine the policy for the nomination of directors of the Company;
(b)	to delegate its authority and duties to sub-committees, or individual members of the Nomination Committee, as it deems appropriate;
(c)	to do any such things to enable the Nomination Committee to discharge its authority and duties conferred on it by the Board; and
(d)	to conform to any requirement, direction, and regulation that may from time to time be prescribed by the Board or contained in the constitution of the Company or imposed by legislation.

DUTIES

The duties of the Nomination Committee shall primarily include, among others, the followings:-

(a)	review the structure, size and composition (including the skills, knowledge and experience) of the Board on a regular basis and make recommendations to the Board regarding any proposed changes;
(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;
(d)	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 and the chief executive officer;
(e)	determine the policy for the nomination of directors; and
(f)	consider other matters that may be referred to the Nomination Committee by the Board.

NOMINATION CRITERIA, PROCEDURES AND PROCESS

(a)

When selecting and recommending candidates for directorship for the Board consideration, the Nomination Committee shall review a potential candidate and consider various factors including but without to the followings:-

(i)	the skills, experience, expertise and personal qualities that will best complement Board effectiveness.
(ii)	the capability of the candidate to devote the necessary time and commitment to the role. This involves a consideration of matters such as other Board or executive appointments.
(iii)	the potential conflicts of interest and independence.

(b)

Detailed background information in relation to a potential candidate should be provided to all directors (so far as it is accessible and available by the Nomination Committee);

(c)

An offer of a Board appointment must be made by the Chairman only after having consulted all directors, with any recommendations from the Nomination Committee having been circulated to all Directors;

(d)

All new Board appointments should be confirmed by letter in the standard format as approved by the Nomination committee from time to time.

ATTENDENCE IN ANNUAL GENERAL MEETING

12	The Chairman, or in the absence of the Chairman, another member of the Nomination Committee or failing him, his duly appointed delegate, shall attend the annual general meeting of the Company and be available to answer questions at the annual general meeting of the Company.

AVAILABILITY OF TERMS OF REFERENCE

13	The Nomination Committee should make available its terms of reference, explaining its role and the authority delegated to it by the Board, as and when it deems appropriate and fit, by making it available on request and by including the information on the Company’s website.