Prosperous Industrial (Holdings) Limited has released an updated Terms of Reference for its Nomination Committee, formally adopted by the Board on 19 June 2018 and subsequently revised on 31 December 2018 and 20 March 2026. Key provisions are as follows:

1. Enhanced Composition Requirements • The Committee must comprise no fewer than three directors, with a majority being independent non-executive directors and at least one member of a different gender. • The Committee chair must be either the Board chair or an independent non-executive director.

2. Expanded Duties Centered on Diversity and Succession • Annual review of Board structure, size and diversity—covering gender, age, cultural background, ethnicity, professional experience, skills and tenure—supported by a maintained Board skills matrix. • Identification and recommendation of director candidates on a merit-based approach that explicitly considers diversity. • Ongoing assessment of independent non-executive directors’ independence. • Joint responsibility with the Board for succession planning, especially for the chair and chief executive roles. • Regular review of both the Board Diversity Policy and Director Appointment Policy, including the development and monitoring of measurable objectives.

3. Governance and Compliance Framework • Meetings require at least seven days’ notice and a quorum of two members. • Full minutes must record detailed deliberations and be circulated to all directors within a reasonable time. • Written resolutions can be adopted unanimously, ensuring flexibility without breaching Hong Kong Listing Rules.

4. Authority and Resources • The Committee is empowered by the Board to execute its mandate and may engage independent professional advice at the company’s expense when necessary.

The revised charter underscores Prosperous Industrial’s commitment to stronger corporate governance and heightened board diversity, aligning its practices with the latest Hong Kong Listing Rules and market expectations.