TONGDA GROUP

Corporate Governance

Home Corporate Governance Procedures for shareholders to propose a person for election as a Director

Procedures for shareholders to propose a person for election as a Director

1. Shareholders wishing to nominate a Director candidate to serve on the board of Directors (the “Board”) may do so by depositing at the address specified in paragraph 3 below an advanced written notice (the “Notice”) which identifies the candidates and include the information described in paragraph 4 below.

2. The minimum length of the period, during which such Notice is given, shall be at least seven (7) days and that the period for lodgment of such Notice shall commence no earlier than the day after the despatch of the notice of the general meeting appointed for such election and end no later than seven (7) days prior to the date of such general meeting. 

3. The Notice shall be lodged at the head office of the Company at the following address:

 Tongda Group Holdings Limited

 Rooms 1201-03, 12th Floor

 Shui On Centre

 6-8 Harbour Road

 Wanchai, Hong Kong

 Attn: the Board of Directors

4. The Notice shall contain the following information:

(a) as to each proposed nominee:

(i) the name, age, nationality, business address and residential address of the nominee;

(ii) the principal occupation or employment of the nominee;

(iii) the class and number of shares or underlying shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (“SFO”) which are owned beneficially by the nominee; and

(iv) any other information relating to the nominee that would like to be brought to the attention of the Shareholders and The Stock Exchange of Hong Kong Limited (the “Stock Exchange”).

(b) as to the Shareholder giving the Notice:

(i) the name and record address of such Shareholder, as they appear on the Company’s books;

(ii) the class and number of shares or underlying shares of the Company within the meaning of Part XV of the SFO which are owned beneficially by the Shareholder;

(iii) a representation that such Shareholder intends to appear in person or by proxy at the meeting to nominate the persons named in the Notice; and

(iv) any other information relating to the Shareholder that would like to be brought to the attention of the Shareholders and the Stock Exchange.

(c) The Notice must be signed by (i) the nominee; and (ii) the Shareholder, or if the Shareholder is a corporation, either under its common seal or under the hand of an officer or attorney so authorised.

(d) The Notice must be accompanied by (i) a written consent of each proposed nominee to being named as a nominee and to serve as a Director if elected; and (ii) certified true copy of the Hong Kong identification card or passport of the nominee.

(e) The Company may request for additional documents or information later.

5. Each proposed nominee shall be required to complete a questionnaire containing questions and information relating to the proposed nominee, in a form to be provided by the Company. The Company may also require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as an independent non-executive Director.

6. The Board will then propose such nominee for election as a Director at the general meeting.

Home Corporate Governance Procedures for shareholders to propose a person for election as a Director