Bosa Technology Holdings Limited has revised the Terms of Reference for its Remuneration Committee, originally adopted on 19 June 2018 and now showing a first update dated 25 June 2026.

Key governance highlights:

1. Committee Composition • Minimum of three directors, with a majority being independent non-executive directors (INEDs). • The Committee chair must be an INED. • Membership automatically lapses if the director leaves the Board, and no alternate members are permitted.

2. Meeting Framework • At least one meeting per year; 14-day notice period unless waived by all members. • Quorum set at two members, one of whom must be an INED. • Resolutions require a majority vote when more than two members attend; unanimity is required if only two members are present. Written resolutions signed by all members are valid.

3. Authority and Resources • Empowered to seek external legal or professional advice and to request information or resources from senior management. • Must consult the Board Chair and/or CEO on remuneration proposals for executive directors. • The company is obliged to provide complete and reliable information in a timely manner.

4. Core Responsibilities • Recommend overall remuneration policy and structure for directors and senior management, ensuring a formal and transparent process. • Determine or recommend individual pay packages, including benefits in kind, pensions, and termination payments. • Review compensation linked to loss or termination of office, dismissal, or misconduct to ensure fairness and contractual compliance. • Advise shareholders on service contracts that require approval and recommend remuneration for non-executive directors. • Ensure no director participates in decisions regarding his or her own remuneration.

5. Reporting and Disclosure • Minutes of meetings are circulated to the full Board, and the Committee reports to the Board after each meeting. • The Committee chair (or delegate) will answer questions on remuneration matters at the Company’s annual general meeting. • English and Chinese versions of the updated Terms of Reference will be available on the Company’s and the Stock Exchange’s GEM websites.

The revised document reinforces Bosa Technology’s commitment to the Corporate Governance Code under the GEM Listing Rules, providing clearer structures for accountability, transparency, and alignment of executive pay with corporate objectives.