Vanov Holdings Company Limited has released an amended set of Terms of Reference for its Nomination Committee, originally adopted on 09 December 2021 and updated on 30 April 2026.

Key Structural Elements 1. Objective: The committee is mandated to conduct regular reviews of the Board’s structure, size, composition, and diversity, and to recommend changes aligned with the group’s corporate strategy. 2. Composition: • Minimum of three directors, with a majority being independent non-executive directors. • At least one committee member must be of a different gender. • The chair is appointed by the Board and must be either the Board chair or an independent non-executive director. 3. Secretary: The company secretary acts as committee secretary unless otherwise appointed.

Principal Duties • Annual assessment of Board composition, skills matrix, and directors’ time commitment. • Ongoing review of the Board Diversity Policy and progress toward stated diversity objectives. • Identification and nomination of qualified candidates for directorships and senior management positions. • Annual assessment of the independence of independent non-executive directors. • Formulation of succession plans for key leadership roles, notably the chair and chief executive.

Operational Framework • Meeting Frequency: At least one meeting per year, with additional meetings convened as required. • Quorum: More than half of members must be present. • Decision-Making: Resolutions require a majority vote; unanimous written resolutions are permissible. • Resources: The committee is empowered to seek independent professional advice at the company’s expense. • Reporting: The chair (or an authorised member) must report deliberations and decisions to the Board after each meeting.

Governance Oversight The committee’s authority extends to ensuring compliance with Hong Kong Listing Rules and the company’s memorandum and articles of association. Full minutes of each meeting will be maintained, circulated promptly to members, and made available for Board review. The updated terms are published on both the company’s and the Hong Kong Stock Exchange’s websites, with future revisions subject to evolving regulatory requirements.