Kaisa Group Holdings Ltd.
(Incorporated in the Cayman Islands)
(the “Company”)
Nomination Committee ― Terms of Reference

1. Membership
1.1 The member of Nomination Committee shall be appointed by the Board and shall consist of not less than three members, of which a majority of whom should be Independent Non-Executive Directors.
1.2 The Chairman of the Nomination Committee shall be appointed by the Board.

2. Secretary
2.1 The Company Secretary shall be the secretary of the Remuneration Committee.

3. Attendance at meetings
3.1 A quorum of the Nomination Committee shall be any two members. Except for Committee Members, other Board members are entitled to attend any meetings but they do not count as quorum.

4. Frequency of meetings
4.1 The members of the Nomination Committee shall decide the frequency and timing of its meetings as they see fit.

5. Authority
5.1 The Nomination Committee is authorized by the Board to obtain from staff any information in relation to his appointment necessary for discharging its duties.
5.2 The Nomination Committee is authorised by the Board to seek external independent professional advice and invite external parties with relevant experience and expertise to attend meetings, if necessary.

6. Responsibility
6.1 To 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;
6.2 To identify individuals suitably qualified to become Directors and select or make recommendations to the Board on the selection of, individuals nominated for directorships;
6.3 To assess the independence of Independent Non-executive Directors;
6.4 To make recommendations to the Board on relevant matters relating to the appointment or re-appointment of Directors and the succession plan for Directors in particular for the Chairman of the Board and the chief executive officer;
6.5 To 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, where the Board proposes a resolution to elect an individual as an independent non-executive director at the general meeting.