China Beidahuang Industry Group Holdings Limited has released an updated set of Terms of Reference for its Remuneration Committee, detailing enhanced governance standards and a broadened oversight mandate effective 10 November 2026.

Key structural changes • Composition: The committee will comprise no fewer than three members, with a mandatory majority of independent non-executive directors (INEDs). An INED will serve as chair. • Tenure & Independence: Appointment terms are set by the Board, and members must disclose any personal financial interests or potential conflicts; affected individuals must abstain from related votes.

Operational protocols • Meeting cadence: At least one meeting per year, convened in person or via electronic means; quorum requires two members, including at least one INED. • Decision-making: Resolutions pass by simple majority of attending members; unanimous written resolutions are equally valid. Minutes must capture deliberations and dissenting views and be circulated promptly. • AGM presence: The committee chair, or an alternate INED committee member, will attend the Company’s annual general meetings to address shareholder queries on remuneration matters.

Expanded duties and powers • Policy formulation: Recommend overarching pay structures for directors and senior management, ensuring a formal and transparent process. • Package determination: Either set, or recommend to the Board, individual remuneration packages for executive directors and senior management, covering salary, benefits in kind, pensions and exit payments. • Benchmarking: Consider market comparables, time commitments and intra-group employment conditions when evaluating pay levels. • Termination governance: Review and approve compensation for loss of office or dismissal, ensuring alignment with contractual terms and avoidance of excess. • Equity incentives: Oversee share option or employee incentive schemes, ensuring compliance with Hong Kong Listing Rules, and liaise with scheme trustees. • Reporting: Provide the Board with updates after each meeting and advise on remuneration disclosures for shareholder reporting.

Authority and resources The committee is empowered to seek independent professional advice at the Company’s expense and to request any necessary information from senior management.

The revised charter underscores China Beidahuang’s commitment to strengthened remuneration governance, enhanced transparency and alignment with regulatory standards.