China Cultural Tourism and Agriculture Group Limited has released an amended Terms of Reference for its Nomination Committee, reflecting enhanced corporate-governance standards and expanded diversity requirements. Key points are as follows:

1. Committee Composition • Minimum of three members, with a majority designated as Independent Non-Executive Directors (INEDs). • At least one director must be of a different gender, reinforcing board-diversity objectives. • The committee must be chaired by either the board chairman or an INED; the Board has appointed an INED as chair.

2. Meeting Framework • The committee will meet at least once annually, with additional sessions convened as needed. • Quorum is set at two members, ensuring decisions can be executed when a majority of INEDs are present.

3. Core Responsibilities • Annual review of board structure, size and composition—assessing factors such as gender, age, cultural and educational background, ethnicity, professional skills and tenure. • Identification and recommendation of director candidates, with merit-based evaluation aligned to succession planning and diversity targets. • Annual assessment of INED independence and disclosure of findings in the Corporate Governance Report. • Recommendations on appointments, re-appointments and succession for directors, especially the Chairman and CEO, in line with long-term strategy. • Ongoing review of the Board Diversity Policy and measurable objectives, reporting progress in the Corporate Governance Report.

4. Board Diversity Policy • Explicit commitment to multiple dimensions of diversity, including gender, age, ethnicity and professional experience, with periodic review to ensure continued relevance.

5. Nomination Policy • Candidate evaluation criteria anchored in academic qualifications, work experience, skills and knowledge, tied to strategic board succession needs.

6. Authority and Reporting • The committee is entitled to sufficient company resources and may seek independent professional advice at the company’s expense. • Meeting minutes and written resolutions will be circulated to the full board; the committee chair will present findings at the next board meeting.

7. Effective Dates • Original terms adopted in March 2012, subsequently amended in August 2013, April 2019 and now March 2026, underscoring an iterative approach to governance enhancement.

These revisions aim to strengthen the company’s governance framework, align board composition with strategic goals and reinforce transparency through structured reporting mechanisms.