Jiangxi Qiyunshan Food Co., Ltd. has released the “Terms of Reference of the Nomination Committee of the Board of Directors,” detailing an upgraded governance framework that will take effect upon the company’s H-share listing on the Hong Kong Stock Exchange Main Board.

The Nomination Committee will comprise three directors, with independent directors forming the majority. A committee chair—also an independent director—will act as convener and presiding officer. Membership tenure will mirror that of the Board; departing directors will automatically vacate their committee seats, with replacements to be appointed by the Board.

Key responsibilities include: • Annual review of the Board’s structure, size and diversity, with recommendations on any adjustments aligned to corporate strategy. • Identification, assessment and recommendation of candidates for directorships and senior management posts, supported by clear selection criteria that emphasize diversity in gender, age, professional background and experience. • Evaluation of the independence of non-executive directors and formulation of succession plans for the Board. • Oversight of formal appointment letters for directors to ensure clarity on roles and responsibilities. • Authority to obtain independent professional advice and require timely information from senior management to support decision-making.

Operational guidelines stipulate that committee meetings will be convened on an ad-hoc basis with a three-day notice period, require a two-thirds quorum and must pass resolutions by majority vote. Minutes will be retained for at least ten years, and confidentiality obligations apply to all attendees.

Upon the Charter’s effectiveness, any previous rules governing the Nomination Committee will be rendered void. The document aligns the company’s governance practices with the Company Law of the People’s Republic of China, Hong Kong Listing Rules and the firm’s Articles of Association, underscoring Qiyunshan Food’s commitment to transparent board oversight as it prepares for public trading in Hong Kong.