Manycore Tech Inc. has approved a comprehensive Terms of Reference for its newly-created Nomination Committee, a move designed to formalise board-level succession planning, diversity oversight and director selection processes ahead of the company’s planned Hong Kong listing.

The Board resolved on 14 February 2025 to constitute the Nomination Committee, with the mandate becoming effective upon listing. The committee will comprise a minimum of three directors—most of whom must be independent non-executive directors (INEDs)—and must include at least one director of a different gender. Meeting quorum is set at two members, including at least one INED, while the chair will be either the Board chairperson or an INED.

Key responsibilities outlined in the 22-clause charter include: • Annual review of the Board’s structure, size, composition and diversity (encompassing gender, age, cultural background and professional experience) and recommendations on any changes needed to support corporate strategy.

• Identification and nomination of suitably qualified director candidates, assessment of INED independence and formulation of succession plans—particularly for the Board chairperson and chief executive roles.

• Ongoing evaluation of Board performance, time commitments of directors and the organisation’s broader leadership needs, with authority to use open advertising or external advisers in director searches.

• Formulation, monitoring and annual disclosure of measurable objectives under the company’s Board Diversity Policy, ensuring progress is reported in the annual report.

• Recommendation of appointments to the audit and remuneration committees, and advising on continuation or termination of directors’ tenure.

The committee is empowered to obtain any information from employees, engage external professional advisers at the company’s expense and ensure that all directors have timely access to relevant materials. Full minutes will be maintained by the Company Secretary, and both draft and final versions are to be circulated promptly to committee members.

Manycore Tech will make the full Terms of Reference available on the Hong Kong Stock Exchange and corporate websites, reinforcing its commitment to transparent and accountable governance practices.