Sandmartin International Holdings Limited updated the terms of reference for its Nomination Committee on 31 March 2026, detailing a broadened mandate to reinforce board diversity, succession planning and governance oversight.

The revised charter stipulates that the committee shall comprise no fewer than three directors, with a majority being independent non-executive directors and at least one member of a different gender. The committee chair will be either the board chair or an independent non-executive director, while the Company Secretary serves as committee secretary. A quorum is set at two members; only committee members possess voting rights.

Operational procedures require meeting notices to be issued at least seven days in advance, although unanimous consent can waive this period. Meetings may be held in person or via electronic means, and written resolutions signed by all members carry the same authority as those passed in meetings. Minutes will be circulated promptly to both committee and board members.

Under the updated duties, the committee must: • Review the board’s structure, size, composition and diversity—covering gender, age, cultural background, education, professional experience, skills and knowledge—at least annually and maintain a board skills matrix. • Identify and recommend qualified candidates for board appointment, evaluate the independence of independent non-executive directors, and oversee succession planning for directors, notably the chair and chief executive. • Formulate and monitor both Board Diversity and Workforce Diversity policies, disclose these policies in corporate governance reports, and support regular evaluations of board performance.

The committee is authorised to access company information, obtain external legal or professional advice at the company’s expense, and ensure sufficient resources to fulfil its responsibilities. Following each meeting, the committee will report formally to the board.

Future changes to Hong Kong Stock Exchange corporate governance code provisions will automatically apply to this charter without further board action.