Shougang Fushan Resources Group Limited (Shougang Res, 00639) has released an updated version of the Nomination Committee Terms of Reference, effective 31 December 2025. Key provisions focus on reinforcing board independence, broadening diversity, and formalising succession planning for directors.

The Nomination Committee, a sub-committee of the Board, must comprise a majority of independent non-executive directors and include at least one member of a different gender. The Board will appoint the Committee chair, who may be either the Board chair or an independent non-executive director.

Operational mechanics are clearly defined: • Quorum: minimum of three members; alternate directors are permitted and hold cumulative voting rights when representing multiple members. • Meeting frequency: at least once per year, with resolutions passed by simple majority; unanimous written resolutions are acceptable. • Authority: full access to internal information, power to engage external professional advisers at the Company’s expense, and ability to invite external experts to meetings.

Core responsibilities were expanded to cover: 1. Annual review of Board structure, size, skills and experience, supported by a maintained board skills matrix. 2. Identification, assessment and recommendation of director candidates, including evaluation of independent non-executive directors’ independence. 3. Oversight of Board and workforce diversity policies, measurable objectives, and progress tracking. 4. Regular evaluation of individual directors’ time commitment and contribution, plus support of the broader Board performance assessment. 5. Development and maintenance of a Director Nomination Policy aligned with Hong Kong Listing Rules and the Corporate Governance Code.

Administrative matters require the Company Secretary to act as Committee secretary and keep full minutes, with draft and final versions circulated to members promptly. The Committee must report at least annually to the Board and ensure representation at the Company’s annual general meeting to address shareholder enquiries.

This amended charter follows earlier versions dated 11 December 2009, 1 April 2012 and 28 August 2013, underscoring Shougang Res’s continuing commitment to robust corporate governance and enhanced board effectiveness.