SANY Heavy Industry Co., Ltd. announced updated Terms of Reference for its Remuneration and Evaluation Committee, aiming to enhance corporate governance and establish a comprehensive system for evaluating and remunerating directors (excluding independent directors) and senior management. The document was formulated in accordance with the Company Law of the People’s Republic of China, the Code of Corporate Governance for Listed Companies, listing rules on the Shanghai Stock Exchange, the Hong Kong Listing Rules, and the Corporate Governance Code in Appendix C1 to the Hong Kong Listing Rules.

The Committee is composed of three directors, with independent non-executive directors forming a majority. Its responsibilities include formulating appraisal criteria for directors and senior management, conducting performance evaluations, and designing overall remuneration policies. The Committee also oversees fairness and transparency in remuneration arrangements, recommends candidates for senior management appointments, and ensures that any changes to compensation terms for directors are mainstreamed through proper corporate governance channels.

Meetings must be held at least once a year, with procedures allowing for both in-person sessions and communication via other means. Resolutions require approval by more than half of the Committee members. Strict confidentiality requirements are enforced, prohibiting unauthorized disclosure of any business conducted during these meetings.

The Terms of Reference clearly outline regulations governing the Committee’s authority to propose adjustments to remuneration, approve compensation proposals, and confirm conformity with relevant laws, corporate charters, and regulatory requirements. The updated rule set takes effect from the date of listing of the Company’s H shares on The Stock Exchange of Hong Kong Limited, replacing previous guidelines on the same subject.