Shanghai Seer Intelligent Technology Co., Ltd. (“SEER TECH”, 06106) has issued an updated Terms of Reference for its Board Remuneration Committee, detailing structure, authorities and operating procedures ahead of the company’s H-share listing on The Stock Exchange of Hong Kong Limited (HKEX).

Key Features

1. Committee Composition • Minimum of three directors, with a majority required to be independent non-executive directors (INEDs). • The chairperson must be an INED and is elected by committee members, subject to board approval. • Tenure of members aligns with the board’s term; vacancies arising from board departures must be filled in accordance with nomination rules.

2. Core Responsibilities • Draft and review remuneration and incentive policies for directors and senior management, covering performance standards, appraisal processes and sanctions. • Formulate, review and administer all share-based incentive schemes, including those governed by Chapter 17 of the HKEX Listing Rules. • Conduct annual performance appraisals of directors (executive and non-executive) and senior management, and recommend individual remuneration packages, including salaries, benefits, pensions and termination compensation. • Ensure no director or associate takes part in decisions on his or her own remuneration. • Monitor implementation of approved remuneration systems and report outcomes to the board.

3. Decision-Making & Governance • The committee must meet at least once a year; a quorum requires two-thirds of members. Resolutions pass with a simple majority. • Directors and senior management may be invited to meetings but must abstain from discussions or votes when conflicts of interest arise. • All remuneration proposals for directors require board endorsement before submission to shareholders’ meetings; senior management packages require only board approval. • The board retains the right to reject any remuneration or incentive plan deemed contrary to shareholder interests.

4. Procedural Safeguards • A dedicated working group will prepare financial and performance data for committee deliberations. • Detailed minutes must be kept, signed by attending members and the minute-taker, and filed by the board secretary. • Confidentiality rules apply to all attendees, and the committee may engage external advisers at the company’s expense.

5. Effective Date & Compliance The new Terms of Reference take effect upon SEER TECH’s initial public offering of H-shares and listing on HKEX. Any future conflicts with PRC laws, HKEX Listing Rules or the company’s Articles of Association will trigger prompt amendments. Interpretative authority rests with the board of directors.

The publication aligns SEER TECH’s governance framework with HKEX requirements, aiming to enhance transparency and accountability in determining remuneration and overseeing performance of its leadership team.