ROBOTPHOENIX INTELLIGENT TECHNOLOGY CO., LTD. has adopted a comprehensive Terms of Reference for its Board-level Remuneration and Appraisal Committee, strengthening oversight of pay and performance for directors and senior management.

Key Features of the New Charter

1. Committee Structure • The committee will comprise four directors, with independent non-executive directors forming the majority. • An independent non-executive director will serve as committee chairman, elected by the Board. • Membership mirrors the Board’s term; vacancies must be filled promptly to maintain the required composition.

2. Scope of Authority • Formulate and review compensation plans covering pay levels, performance criteria, incentive mechanisms, and reward-and-penalty systems for directors (excluding independent non-executives) and senior management. • Conduct annual performance evaluations and supervise execution of the company’s remuneration policies. • Submit director compensation proposals to the Board and, subsequently, to shareholders for approval; senior management pay plans require Board approval.

3. Decision-Making Protocol • The working group supporting the committee will supply financial data, performance metrics, and role descriptions to inform deliberations. • Evaluations begin with self-assessments from directors and executives, followed by committee appraisal and determination of pay and incentives. • The Board retains final veto power over any compensation plan deemed detrimental to shareholder interests.

4. Meeting Procedures • At least one meeting will be held annually; three days’ notice is standard, reduced to one day for urgent sessions. • A quorum requires two-thirds of members, with resolutions passing on a majority vote. • Members must abstain from discussions involving their own remuneration, ensuring impartiality. • Minutes will be recorded and submitted to the Board; confidentiality of proceedings is mandatory.

5. External Advisory and Compliance • The committee may engage third-party advisers at the company’s expense. • All activities must align with Chinese corporate law, the company’s Articles of Association, and Hong Kong Stock Exchange listing rules. • Any future regulatory changes will trigger corresponding updates to the charter.

The Terms of Reference took effect upon Board approval dated 17 April 2026, underscoring ROBOTPHOENIX’s commitment to transparent and structured governance of executive compensation and performance management.