Guangdong Huayan Robotics Co., Ltd. has formally adopted the Terms of Reference for its Board Remuneration Committee, a key governance measure that will take effect when the company’s H-shares commence trading on The Stock Exchange of Hong Kong Limited.

Key points:

1. Committee Structure • The committee will comprise three directors, with independent non-executive directors making up the majority. • An independent non-executive director will serve as chairman. • Members’ tenures align with their directorship terms; vacancies must be filled within three months.

2. Core Responsibilities • Formulate assessment standards and conduct annual performance appraisals for directors and senior management. • Draft and recommend remuneration policies, including benefits in kind, pensions and termination compensation. • Hold delegated authority to set or recommend individual pay packages and to review equity incentive plans under Chapter 17 of the Hong Kong Listing Rules. • Ensure no director or associate participates in decisions on his or her own remuneration. • Evaluate the overall remuneration system regularly and propose revisions in line with market benchmarks.

3. Decision-Making & Oversight • Remuneration proposals for directors require board approval and subsequent shareholder endorsement. • Senior management compensation plans must be approved by the board before implementation. • The board retains veto power over any remuneration plan deemed detrimental to shareholder interests.

4. Meeting Protocols • At least one regular meeting will be held each year; extraordinary meetings require two days’ notice. • A quorum is reached with two-thirds of members present; resolutions pass by simple majority. • Minutes will be archived for no less than 10 years.

5. Support & Resources • A dedicated working group will prepare meeting materials and execute committee resolutions. • The committee may engage external advisers at the company’s expense to obtain professional opinions.

6. Shareholder Engagement • The committee chairman must attend the company’s annual general meeting to respond to shareholder inquiries about remuneration matters.

By codifying these provisions, Huayan Robotics aims to enhance transparency, align executive incentives with corporate objectives and meet regulatory expectations for its forthcoming Hong Kong listing.