Zhejiang Galaxis Technology Group Co., Ltd. (GALAXIS TECH) has released revised “Terms of Reference of the Nomination Committee.” The document, which takes effect when the company’s H-shares begin trading on the Main Board of The Stock Exchange of Hong Kong Limited, defines the committee’s structure, authority and procedures.

Key Provisions

• Composition – The Nomination Committee must have at least three directors, with independent non-executive directors forming a majority. The chairperson is either the Board chairperson or an independent non-executive director, and the committee must include at least one member of a different gender.

• Appointment & Tenure – Members are nominated by the Board chairperson, a majority of independent non-executive directors, or one-third of all directors and are elected by the Board. Terms mirror the Board’s tenure and members can be re-elected. Any vacancy must be filled within three months to remain compliant.

• Core Responsibilities – – Conduct an annual review of Board size, structure, skills, knowledge and experience, and propose changes aligned with corporate strategy. – Evaluate each director’s time commitment and performance. – Formulate criteria and procedures for selecting directors, the general manager and other senior executives. – Identify, assess and recommend candidates for Board and senior management roles, including succession and reappointment proposals. – Assess the independence of independent non-executive directors. – Periodically review the nomination and board diversity policies and support evaluations of overall Board performance.

• Meeting Rules – The committee meets at least once a year; sessions can be convened by the Board or by committee members. A two-thirds quorum is required, including at least one independent non-executive director. Resolutions pass by majority vote; ties are decided by the chairperson’s casting vote.

• Conflict-of-Interest Controls – Members with a material interest in discussed matters must disclose the interest and may be required to abstain from voting. If recusal breaks the quorum, the proposal is referred to the full Board.

• Governance & Compliance – The charter aligns with the Company Law of the People’s Republic of China, Hong Kong Listing Rules and the Corporate Governance Code. It supersedes all previous versions and mandates that minutes be retained for no fewer than 10 years, while imposing strict confidentiality on all attendees.