SiS Mobile Holdings Limited (1362) has published revised terms of reference for its Nomination Committee, which outline key governance practices and structures for board appointments and related duties.

The document specifies that the Nomination Committee must consist of no fewer than three members, the majority being independent non-executive directors, and must include at least one director of a different gender. The board of directors appoints the Nomination Committee chairman, who will be either the board chairman or an independent non-executive director (except when succession to the board chairmanship is under consideration).

A quorum of three members, with a majority being independent non-executive directors, is required for meetings. The committee will convene at least once each year or more frequently if needed under applicable rules. It is authorized by the board to seek information from any employee and may also access independent professional advice if necessary.

The Nomination Committee’s responsibilities include reviewing the board’s structure, size, and composition; identifying qualified candidates for directorship; assessing the independence of independent non-executive directors; and making recommendations on appointments or reappointments of directors. Annual assessment of each director’s time commitment, contribution, and ability to fulfill responsibilities effectively is also required. The committee’s remit includes developing policies relating to board diversity and the nomination of directors, which are to be disclosed in the company’s corporate governance report.

In addition, when nomination of an independent non-executive director is proposed, the company must specify in meeting circulars the reasoning behind the candidate’s suitability and independence, address any concerns about a candidate holding multiple listed directorships, and highlight how the individual’s perspectives and experience contribute to board diversity.

Meeting minutes are prepared by the company secretary and circulated to the full board. These terms of reference, updated effective November 24, 2025, will be included on the websites of the Stock Exchange and SiS Mobile Holdings Limited. The Chinese version of the document is for reference only, with the English version taking precedence in case of any discrepancy.