Shenzhen HQVT Technology Co., Ltd. (“HQVT”) has released the detailed Terms of Reference for its newly-established Remuneration and Appraisal Committee, reinforcing the company’s corporate governance framework ahead of its planned H-share listing on the Main Board of the Hong Kong Stock Exchange.

The Committee, reporting directly to the Board of Directors, will be comprised solely of directors, with independent non-executive directors forming the majority and holding the chairmanship. Its mandate covers the formulation and supervision of HQVT’s remuneration policies, including:

• Recommending the overall remuneration structure for directors and senior management, and ensuring transparent decision-making processes. • Reviewing and approving management remuneration proposals in line with the company’s strategic objectives. • Determining or advising on individual remuneration packages—covering salaries, non-monetary benefits, pensions and termination payments—while benchmarking against industry peers and internal conditions. • Overseeing compensation for executive exits, dismissals, or misconduct to ensure fairness and contractual compliance. • Assessing annual performance of independent non-executive directors and senior management and supervising implementation of incentive schemes, including share-based plans compliant with Hong Kong Listing Rules.

Governance safeguards include prohibiting directors and their associates from participating in deliberations on their own pay, mandating a quorum of two-thirds of committee members for valid meetings, and requiring majority approval for resolutions. Detailed minutes must be retained for at least ten years and reported to the Board, while the committee is empowered to seek external professional advice at the company’s expense.

The Terms of Reference take effect upon Board approval but provisions linked to Hong Kong Listing Rules will become operative only after HQVT’s H shares commence trading. Amendments to the document must originate from the Committee and obtain Board consent.

By formalizing these guidelines, HQVT aims to align director and senior management incentives with shareholder interests and industry standards, bolstering transparency and accountability as it progresses toward public listing.