Guangdong Tianyu Semiconductor Co., Ltd. released the “Terms of Reference of the Remuneration Committee of the Board,” establishing a detailed governance blueprint for director and senior-management pay as the company prepares for H-share trading on the Hong Kong Stock Exchange.

Key highlights

1. Committee composition • The Remuneration Committee will consist of at least three directors, with independent non-executive directors forming the majority. • An independent non-executive director will serve as chairman. • Members are nominated by the Board chairman, a majority of independent non-executive directors, or one-third of all directors, and elected by the Board.

2. Core responsibilities • Design overall remuneration policy, appraisal standards, and incentive schemes for directors and senior management. • Review and approve management remuneration proposals in line with Board-set objectives. • Recommend packages covering salary, benefits, pensions, and termination payments; ensure no director participates in decisions on his or her own pay. • Conduct annual performance reviews of directors and senior executives and supervise policy implementation. • Oversee compensation related to dismissal, misconduct, or loss/termination of office, and handle matters tied to share-based incentives under Hong Kong Listing Rules Chapter 17.

3. Decision and reporting procedures • Committee meetings require two-thirds attendance and simple-majority approval; minutes are archived for at least ten years. • Resolutions on director remuneration must be approved by the Board and submitted to shareholders; senior-management pay plans require Board approval only. • All decisions are reported to the Board, and dissenting views must be recorded.

4. Supporting structures • A dedicated working group will gather operational and performance data, prepare meeting materials, and execute committee resolutions. • Independent external advisers may be engaged at the company’s expense to provide professional opinions.

5. Effective date and governance alignment • The terms take effect upon the listing of Tianyu Semiconductor’s H-shares and automatically replace the previous committee charter. • Any future regulatory changes will trigger an immediate update, subject to Board approval.

The formalisation of these terms strengthens Tianyu Semiconductor’s corporate-governance framework, aligning remuneration oversight with Hong Kong Listing Rules and international best practices.