China Cultural Tourism and Agriculture Group Limited has released an amended Terms of Reference for its Remuneration Committee, originally adopted in March 2012 and now updated in March 2026.

Key amendments and structural details are as follows:

1. Committee Composition • Minimum of three members, with a majority required to be Independent Non-Executive Directors (INEDs). • The Board appoints both committee members and the committee chairman, the latter mandatorily an INED. • Only committee members may vote; the Board Chairman and senior management may attend by invitation. • The company secretary serves as committee secretary.

2. Meeting Framework • At least one meeting per year, with additional sessions convened at the chairman’s discretion. • Quorum is set at two members. • Written resolutions signed by all members hold the same validity as physical meetings.

3. Principal Responsibilities • Recommend overall remuneration policy and structure for directors and senior management, ensuring a transparent process. • Review and approve management remuneration proposals against corporate goals and market benchmarks. • Advise on individual packages for executive directors and senior managers, covering salary, benefits-in-kind, pensions and termination compensation. • Recommend remuneration for non-executive directors. • Approve compensation for loss of office, dismissals and misconduct cases, ensuring terms are contractually compliant and not excessive. • Safeguard that no director participates in decisions about his or her own remuneration. • Oversee matters related to share schemes in accordance with Hong Kong Listing Rules Chapter 17.

4. Authority and Reporting • The committee may obtain independent professional advice at the company’s expense and must be provided with sufficient resources to fulfil its mandate. • Meeting minutes and written resolutions are circulated to the full Board, and the committee chairman reports findings at the next Board meeting.

The updated charter strengthens procedural clarity, reinforces independent oversight and aligns remuneration governance with Hong Kong listing requirements.