Shanghai Forest Cabin Cosmetics Group Co., Ltd. (abbreviated as Forest Cabin) released updated Terms of Reference for its Board Nomination Committee.

Key changes and provisions:

1. Committee Structure • Minimum of three directors, with a majority being independent non-executive directors and at least one director of a different gender. • Chairperson must be an independent non-executive director or the board chair. • Tenure aligns with the board term, and members automatically cease to serve upon leaving the board.

2. Core Responsibilities • Annual review of board size, skills matrix, and diversity, with recommendations on adjustments. • Formulation and review of the board diversity policy for disclosure in the corporate governance report. • Development of selection criteria and procedures for directors, the general manager, and other senior management positions. • Wide search, assessment, and written nomination of candidates for board and senior management roles, including independence assessment for independent directors. • Succession planning for directors—particularly the chair—and the general manager. • Assurance that non-executive directors receive formal appointment letters detailing time commitments and committee duties.

3. Decision-Making and Meetings • Committee resolutions require more than half of all members’ votes, with a quorum of two-thirds. • At least one meeting per year, with three-day advance notice; additional meetings convened as necessary. • Members with conflicts of interest must abstain from voting. • Detailed minutes are mandated, and resolutions must be reported to the full board.

4. Effective Date and Governance Alignment • The new charter takes effect on 24 March 2026, superseding prior provisions. • Any inconsistencies with prevailing laws, Hong Kong Listing Rules, or the company’s Articles of Association will be resolved in favor of those higher-level regulations, and revisions will be submitted to the board for approval.

The updated charter is designed to strengthen Forest Cabin’s governance framework by enhancing transparency in director and senior management selection, reinforcing board diversity, and formalizing succession planning processes.