The board of Youzan Technology has released an updated Terms of Reference for its Remuneration Committee, detailing an enhanced framework for director and senior-management pay governance.

Key Structural Changes • Composition: The Committee will comprise at least three members, with a mandatory majority of independent non-executive directors; the chairperson must also be an independent non-executive director. • Quorum and Voting: A quorum requires two members, each holding one vote. Decisions are passed by simple majority, with the chairperson holding a casting vote in the event of a tie.

Operational Requirements • Meeting Frequency: The Committee will meet at least once a year, with seven days’ notice for regular meetings. • Access & Resources: Full access to management is granted, and the Committee may obtain external professional advice at the company’s expense. • Reporting: Minutes must be circulated to the full board within a reasonable time, and the Committee is required to present its activities at the annual general meeting.

Core Responsibilities • Remuneration Policy: Recommends policy and structure for director and senior-management pay, including salaries, bonuses, pensions, and incentive schemes. • Performance Evaluation: Conducts annual performance assessments for all directors and senior management. • Compensation Oversight: Reviews and approves compensation for loss or termination of office, ensuring alignment with contractual terms and market standards. • Share Schemes: Oversees matters related to share-based incentives under Chapter 17 of the Hong Kong Listing Rules. • Independence Safeguards: Ensures no director or associate participates in decisions on his or her own remuneration.

Governance Review The Committee will periodically assess its own effectiveness and recommend charter revisions to the board, aiming to maintain compliance with the Corporate Governance Code and Hong Kong Listing Rules.

By formalising these guidelines, Youzan Technology reinforces transparency and accountability in its remuneration practices, aligning board oversight with prevailing governance standards.