Tungtex (Holdings) Company Limited has issued revised Terms of Reference for its Nomination Committee, effective 1 April 2026, outlining a reinforced governance framework for director appointments and board oversight.

The committee will comprise no fewer than three members, with independent non-executive directors forming the majority and at least one member of a different gender. Its chair must be either the board chairman or an independent non-executive director serving on the committee. Alternates are not permitted.

Meeting requirements include a minimum of one session per year, a quorum in which independent non-executive directors maintain majority presence, and the option for unanimous written resolutions. The company secretary—or a designated nominee—acts as committee secretary.

Core responsibilities centre on: • Annual review of board structure, size, skills matrix and diversity, with recommendations aligned to corporate strategy. • Identification and nomination of qualified director candidates, assessment of independent non-executive directors’ independence, and formulation of succession plans for key roles, notably the chairman and chief executive. • Disclosure obligations when proposing new independent non-executive directors, including clarity on selection process, independence rationale, capacity to serve if holding multiple directorships, and contributions to board diversity. • Recommendations on committee memberships (e.g., Audit and Remuneration Committees) and evaluation of service contracts that require shareholder approval under Hong Kong Listing Rules. • Ongoing review of leadership needs, support for regular board performance evaluations, and monitoring of non-executive directors’ time commitments. • Annual assessment of the effectiveness of the company’s board-diversity policy and conducting exit interviews with departing directors.

The Nomination Committee must report to the board after each meeting and provide information for the corporate-governance report included in the company’s annual report. It is authorized to obtain information from employees, seek independent professional advice at the company’s expense and access adequate resources to fulfil its duties.

An annual review of the committee’s own mandate, performance and constitution is mandated, with any proposed amendments submitted to the board for approval.