The Nomination Committee (the "Committee") was formed pursuant to the board resolution of Oshidori International Holdings Limited (the "Company") passed on 27th March, 2012.

The Committee members shall be appointed by the board of directors of the Company (the "Board") amongst the directors of the Company. A majority of the Committee members should be independent non-executive directors.

Members G The Committee shall consist of not less than 3 members.
Quorum : 2 members

The chairman of the Committee shall be appointed by the Board and should be the Chairman of the board of directors of the Company or an independent non-executive director.

The meetings and proceedings are governed by the provisions contained in the bye-laws of the Company for regulating meetings and proceedings of directors.

1

The Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Committee.

The duties of the Committee shall include:-

1

To review the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company's corporate strategy.

2

To identify individuals suitably qualified to become board members and select or make recommendations to the Board on the selection of individuals nominated for directorships.

3

To assess the independence of independent non-executive directors.

4

To make recommendations to the Board on the appointment or re-appointment of directors and succession planning for directors, in particular the chairman and the chief executive.

5

To consider other topics as defined by the Board.