Shanghai Sunmi Technology Co., Ltd. (“Sunmi Technology”) released the updated Terms of Reference for its Board Nomination Committee, signalling a tighter governance framework under Hong Kong listing rules.

Key points:

1. Committee Composition • Three-member structure with a majority of independent non-executive directors (INEDs). • An INED must serve as chairperson and convener. • Members are elected by the Board and serve concurrent three-year terms with directors; re-election is permitted.

2. Core Responsibilities • Annual review of Board size, structure and skill mix, with formal recommendations on any changes. • Development of criteria and procedures for selecting directors, the general manager and other senior managers. • Independent search and evaluation of candidates, including assessment of INED independence and disclosure of rationale to shareholders when nominating INEDs—especially those holding seven or more listed directorships. • Succession planning for key leadership roles, notably the chairman and general manager. • Authority to engage external advisers at the Company’s expense to ensure rigorous candidate assessment.

3. Meeting Protocols • Minimum of one regular meeting per year; extraordinary meetings can be convened by the chairperson or a majority of members. • Quorum set at two-thirds of members, with each member holding one vote; resolutions pass by simple majority. • Related members must abstain from discussions involving their own appointments. • Written reports of resolutions and voting outcomes are submitted to the full Board.

4. Transparency and Accountability • The Terms of Reference will be available on both the Hong Kong Stock Exchange and company websites. • All participants are bound by confidentiality obligations unless disclosure is mandated by law or approved by shareholders or the Board.

The updated mandate takes effect immediately upon Board approval, superseding previous versions. Sunmi Technology underscores that any future conflicts between these terms and prevailing regulations will defer to the latter, ensuring continuous alignment with evolving governance standards.