Chaozhou Three-Circle (Group) Co., Ltd. has released a draft “Terms of Reference for the Remuneration and Appraisal Committee of the Board,” to take effect upon the company’s planned H-share listing in June 2026.

The proposed committee structure calls for three directors, including at least two independent directors. An independent director will serve as committee chair. Members will serve concurrent terms with the board and vacancies must be filled using the same nomination and election procedures.

Key responsibilities include: 1. Designing, reviewing and recommending remuneration policies, incentive mechanisms and assessment standards for all directors and senior management. 2. Making recommendations on individual remuneration packages, including benefits in kind, pension rights and any compensation for loss or termination of office. 3. Approving management remuneration proposals with reference to the board’s corporate goals. 4. Overseeing implementation of the remuneration system and conducting performance evaluations. 5. Recommending or approving equity incentive schemes, employee stock ownership plans and share-based arrangements under Chapter 17 of the Hong Kong Listing Rules. 6. Ensuring no director or associate participates in setting his or her own pay and retaining authority to veto any plan that may harm shareholder interests.

The committee will convene at least once a year, with extraordinary meetings allowed upon request of the chair or a majority of members. A quorum requires two-thirds of members; resolutions pass with a simple majority. Meeting notices must be issued three days in advance, and minutes, including independent directors’ views, will be kept on record and reported to the board.

Directors, senior executives and other employees may be invited to attend meetings where relevant. The committee may also engage external advisers at the company’s expense. Confidentiality obligations apply to all participants.

Once adopted, the new charter will supersede the existing committee terms. Any future conflicts with applicable laws, listing rules or the company’s Articles of Association will result in immediate amendment and board approval.