[ Board of Directors ][ Audit Committee ][ Nomination and Remuneration Committee ]

Nomination and Remuneration Committee

Members

		Mr. Kong Dan (Chairman)
		Mr. Dou Jianzhong
		Mr. Liu Jifu
		Mr. Rafael Gil-Tienda
		Mrs. Chan Hui Dor Lam Doreen
		Mr. Lo Wing Yat Kelvin

Terms of References

1.	Definitions
	In this document, unless the content otherwise requires, the following expressions have the following meanings: -
	"the Board" means the board of Directors of the Company     "the Committee" means the Nomination and Remuneration Committee of the Company     "the Company" means CITIC International Financial Holdings Limited     "the Group" means the Company and its subsidiaries other than members which have a similar set up of the Committee
2.	Constitution and Membership
	2.1 The Committee is established by the Board;     2.2 The Chairman of the Committee should be the Chairman of the Board;     2.3 Besides the Chairman, the Committee shall comprise at least two Non-executive Directors, including one Independent Non-executive Director;     2.4 Subject to the provisions of the Articles which govern the appointment of Directors, appointments to the Committee shall be for a period up to three years;     2.5 The Head of Group Human Resources should be present in each Committee meeting;     2.6 The secretary of the Committee shall be appointed by the Committee. In the absence of any appointment, the Company Secretary will assume the role of the secretary. In the absence of the secretary of the Committee, the Members present at the meeting of the Committee shall elect a person as the secretary.
3.	Responsibilities and Authorities
	The Committee shall have the following responsibilities and authorities:
	3.1 To review and monitor the structure, size and composition of the Board and make recommendations to the Board with regard to any changes;     3.2 To review and approve the policies and principles in relation to the appointment or termination of and the succession plans for Directors, Managing Directors, Chief Executive Officer (CEO), Alternate Chief Executive Officer (ACEO) and Chief Finance Officer (CFO) of the Group;     3.3 To identify and nominate qualified individuals to the Board for appointment as Director, Managing Directors and Chief Executive Officer (CEO) of the Group;     3.4 To approve the appointment of Alternate Chief Executive Officer (ACEO) and Chief Finance Officer (CFO) of the Group;     3.5 To determine the specific remuneration packages of all Directors and senior executives (with reference to Point 3.2 above) save for directors' fee and share options which are matters to be determined and approved by the Board.     3.6 To review and approve the remuneration policies and strategies as well as performance-based remuneration with reference to corporate goals and objectives resolved by the Board from time to time;     3.7 To review and approve compensation arrangements relating to dismissal or removal of Directors for misconduct;     3.8 To review and sanction proposals for the granting of share options under the prevailing share option schemes of the Company subject to the provisions of the share option schemes and the governing rules and regulations;     3.9 To approve new share based scheme and to review and make necessary revision when it thinks fit and appropriate;     3.10 To grant options to eligible employees of the Company and its subsidiaries as authorized by the Board from time to time and to delegate such of its powers as approved by the Board of Directors and as the Committee deems appropriate to the management, including without limitation, the delegation to the Head of Group Human Resources and the CEO of the Company / CITIC Ka Wah Bank Limited to grant options to newly joined senior executives (up to E4 level) and existing employees (up to E4 level) subject to the number of Shares underlying the options fall within the limits of the relevant internal grade and within the maximum total number of shares for the options as approved by the Board to be granted in each grant period and to make any revision of exercisable period or waiver of the conditions of exercising the options granted to employees (up to E4 level);     3.11 To review annually the Committee's terms of reference and its own effectiveness and to recommend to the Board for any necessary changes;     3.12 To undertake any other related tasks as the Board may from time to time entrust or delegate to it.
4.	Meeting and Proceedings
	4.1 Meetings shall be held at least once a year. Ad hoc meetings may be held as required by the Committee members. If necessary, the Committee may perform its duties by way of written approval.     4.2 The meetings and proceedings of the Committee are governed by the provisions contained in the Articles for regulating the meetings and proceedings of Directors.     4.3 Three members shall constitute the quorum for the Committee meetings which must include the Chairman and at least one Non-executive Director. Any decision or resolution passed by the Committee shall be arrived by simple majority of the Members present at the meeting, with each Member carrying one vote and the Chairman having a casting vote.     4.4 Members may attend meetings of the Committee either in person or through other electronic means of communication.     4.5 In each Committee meeting, all independent non-executive Directors shall have the right of attendance. The Committee may invite any other Directors, senior management or other persons to attend any meetings of the Committee as it may from time to time consider desirable to assist the Committee in the attainment of its objective.     4.6 Any Director sitting in the Committee shall not be involved in deciding his own remuneration.     4.7 Minutes of the Committee meetings shall be circulated to all members of the Committee and made available upon request to other members of the Board.