Beijing Jingneng Clean Energy Co., Limited (JNCEC) released a comprehensive set of “Rules of Procedure for the Remuneration and Nomination Committee of the Board of Directors,” formalising the committee’s structure, mandates and operating procedures in line with the PRC Company Law, Hong Kong Listing Rules and the company’s Articles of Association.

Key points are as follows:

1. Committee Structure • Size & Composition: The Committee will comprise three directors, with independent non-executive directors (INEDs) forming the majority and at least one member of a different gender. • Leadership: The chair must be an INED, elected by the Board following nomination by the Board Chair. • Tenure & Succession: Membership is coterminous with the director’s board term; vacancies must be filled promptly to maintain compliance with composition requirements.

2. Core Responsibilities • Remuneration Oversight: Recommend overall pay policies for directors and senior management, review individual remuneration packages (including salaries, benefits, pensions and termination compensation), and ensure no individual is involved in determining his or her own pay. • Performance Evaluation: Conduct annual appraisals of the executive director and general manager, and oversee assessments for other senior executives. • Incentive Design: Monitor effectiveness of incentive schemes, wage systems and share option plans, and propose reforms where necessary; empowered to review and/or approve matters under HKEX Listing Rules Chapter 17 on share schemes. • Nomination Function: Review Board size, structure and skills mix, establish selection criteria and processes for directors and senior managers, identify and recommend candidates, and assess the independence of INEDs. • Succession Planning: Provide recommendations on director appointments, reappointments and succession, particularly for the Chairman and Chief Executive.

3. Meeting Protocols • Frequency: Minimum of two meetings per year; additional sessions can be convened by the Committee Chair or at the request of a majority of members. • Quorum & Voting: Meetings require at least two-thirds of members present; resolutions pass with a simple majority on a one-member-one-vote basis. • Notice Period: Seven days for regular meetings and three days for extraordinary meetings, unless unanimously waived. • Documentation: Detailed minutes must be retained for a minimum of ten years and reported in writing to the Board.

4. Administrative Support & Confidentiality • The Board office and functional departments, particularly Human Resources, will support daily operations. • Members and attendees must maintain strict confidentiality on deliberations. • All committee-related expenses, including consultancy fees, are borne by the company under the Board’s budget.

The new charter took effect upon Board approval and will be updated in line with any future changes to applicable laws or listing requirements.