Vigonvita Life Sciences Co., Ltd. has issued an announcement outlining the newly established Terms of Reference for its Remuneration and Appraisal Committee under the Board of Directors. According to the document, the committee’s main focus is formulating and reviewing remuneration policies, designing performance appraisal standards for directors, supervisors, and senior management, and ensuring proposals align with relevant regulatory requirements.

The document indicates that the committee must comprise at least three directors, with independent non-executive directors forming a majority. The committee chair must also be an independent non-executive director, responsible for overseeing committee decisions and ensuring transparency and fairness in remuneration arrangements. Key duties include reviewing and approving remuneration packages, assessing performance outcomes, and making recommendations to the Board on both executive director and senior management compensation matters.

Further provisions stipulate that the committee should hold at least one meeting each year, with resolutions requiring a simple majority vote. Meeting procedures cover the notice period, quorum requirements, member attendance, and the handling of sensitive matters, including the recusal of members from discussions or votes when they have a personal interest. The committee is also empowered to engage external professional advisers, and costs will be borne by the company.

The Terms of Reference become effective on the date the company’s H shares are listed on The Stock Exchange of Hong Kong Limited, after approval by the Board of Directors. Detailed stipulations on confidentiality, handling of contractual terms, and compliance with relevant listing rules are also set forth in the announcement, ensuring governance practices remain consistent with the rights and interests of shareholders.