Suzhou Novosense Microelectronics Co., Ltd. has released the Terms of Reference of the Remuneration and Appraisal Committee under its Board of Directors. Formulated according to relevant regulatory guidelines and in line with the Company’s operational needs, these Terms outline the Committee’s primary responsibilities, composition, and meeting procedures.

The Committee comprises three directors, two of whom are independent non-executive directors. The Chairperson of the Committee, who must be an independent director, leads the Committee in overseeing the formulation and review of remuneration policies, conducting performance assessments for directors and senior management, and providing recommendations to the Board regarding incentive programs.

The newly issued Terms highlight procedures for setting appraisal standards and remuneration. These include performance evaluation processes, the drafting of remuneration plans, and guidelines on how remuneration proposals for directors and senior management are presented to and reviewed by the Board and, where applicable, the shareholders’ meeting. The Terms further detail how necessary information—such as financial indicators and performance data—will be provided to the Committee for thorough evaluation.

On procedural matters, the Terms clarify that Committee meetings require a minimum quorum of half of the members, with at least three days’ notice given before convening. The Committee may also engage relevant departments for support, invite directors or senior management to attend as non-voting participants when necessary, and seek professional advice from external intermediaries. The meeting resolutions must be documented in detail and retained for 10 years.

The Terms of Reference become effective upon approval by the Board of Directors and following the listing of the Company’s H-shares on the Main Board of the Hong Kong Stock Exchange. They are subject to ongoing compliance with applicable laws, regulations, and provisions outlined in the Company’s Articles of Association.