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Board Diversity Policy

1. Purpose
This Policy aims to set out the principles of Tianhe Chemicals Group Limited to maintain a Board with a diversity of directors.

2. Principles
2.1 We believe that board diversity enhances decision-making capability and a diverse board is more effective in dealing with organisational changes and less likely to suffer from group thinking.
2.2 We recognise that board diversity is an essential element contributing to the sustainable development of the Company.
2.3 The objectives of this Policy are to have a Board which
(a) is characterized by a broad range of views arising from different experiences when discussing business;
(b) facilities the making of informed and critical decisions; and
(c) has sustainable development as its core value, and thus promotes the interests of all our stakeholders, particularly the long term interests of our shareholders, fairly and effectively.

3. Scope
For the purpose of this Policy, we consider that the concept of diversity incorporates a number of different aspects, such as professional experiences, business perspectives, skills, knowledge, gender, age, cultural and educational background, ethnicity and length of service.
3.1 Independence
The Board includes a balanced composition of Executive, Non-executive Directors and Independent Non-executive Directors so that there is a strong element of independence in the Board. The Independent Non-executive Directors shall be of sufficient calibre and stature for their views to carry weight.
3.2 Gender
We are committed to maintaining an environment of respect for people regardless of their gender in all business dealings and achieving a workplace environment free of harassment and discrimination on the basis of gender, physical or mental state, race, nationality, religion, age or family status. The same principle is applied to the selection of potential candidates for appointment to the Board.
3.3 Nationality and ethnicity
To cope with the diversified portfolio of our business, we aspire to having a board of directors of different nationality or ethnic backgrounds who can contribute their knowledge and understanding of the environment in which we operate our business.
3.4 Skills and Experience
The Board possesses a balance of skills appropriate for the requirements of the business of the Company. The Directors have a mix of finance, legal, academic and management backgrounds that taken together provide the Company with considerable experience.

4. Measurable Objectives
The Nomination Committee will discuss and agree on measurable objectives for achieving diversity on the Board, and recommend them to the Board for adoption.

5. Implementation
5.1 In assessing potential candidates for the Board, the Nomination Committee will consider the diversity perspectives, as set out in section 3 above.
5.2 Notwithstanding the foregoing all appointments to the Board will be based on merit, having regard to the ability of candidates to complement and expand the skills, knowledge and experience of the Board as a whole.

6. Publication and Revision
6.1 A summary of this Policy, together with the measurable objectives set for the implementation of this Policy will be included annually in the Corporate Governance Report. This Policy is also available on our website.
6.2 Any revision to this Policy as recommended by the Nomination Committee will be submitted to the Board for consideration and approval.

June 2014

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