CGN Mining, incorporated in the Cayman Islands with limited liability, has released an updated Terms of Reference for its Nomination Committee, effective 26 March 2026. Key provisions are as follows:

• Committee Composition: The committee must comprise at least three directors, with a majority being independent non-executive directors. At least one member must be of a different gender, reinforcing diversity objectives.

• Leadership and Quorum: The committee chair will be either the board chair or an independent non-executive director. A quorum requires two members, and alternate attendance does not count toward quorum.

• Meeting Frequency and Format: The committee must meet at least once a year to review board composition and may convene additional sessions as needed. Meetings can be held in person, by telephone, video conference, or other electronic means.

• Core Responsibilities: – Review the board’s structure, size, skills matrix, and diversity (gender, age, cultural background, education, knowledge, and experience) at least annually. – Identify and recommend suitable candidates for directorships and succession planning, particularly for the chair and chief executive roles. – Assess the independence of independent non-executive directors. – Support regular evaluations of overall board performance. – Maintain and review the board’s nomination policy.

• Authority and Resources: The committee is empowered to seek information from employees and external advisers, access company secretarial support, commission independent professional advice at the company’s expense, and review its own effectiveness annually.

• Reporting: The committee chair will report meeting conclusions to the board. Approved minutes will be circulated to all directors and made available for inspection.

The revised charter underscores CGN Mining’s commitment to transparent nomination procedures, heightened independence standards, and broader board diversity. The full Terms of Reference are available on both the company’s and the Hong Kong Stock Exchange’s websites.