XINTE ENERGY’s board has approved a new Terms of Reference for its Remuneration and Appraisal Committee, effective March 2026, reinforcing the company’s governance framework.

The document formalises the committee’s responsibilities for setting and overseeing remuneration and performance appraisal policies for directors and senior management. Key provisions include:

• Structure: The committee will comprise five directors, with independent non-executive directors forming the majority. An independent non-executive director will serve as chair.

• Appointment & Tenure: Members are nominated by the board chair, at least half of the independent non-executive directors, or one-third of the full board, and elected by a majority vote of the board. Tenure aligns with board terms, with immediate effect upon appointment and eligibility for re-election.

• Core Duties: – Recommend appraisal standards, remuneration policies, and performance-based incentive schemes for directors and senior executives. – Review and determine individual remuneration packages, including non-monetary benefits, pensions, and termination compensation, subject to board and, where applicable, shareholder approval. – Ensure directors do not participate in decisions on their own pay and oversee the implementation of approved remuneration systems. – Review and/or approve share schemes in line with Hong Kong Listing Rules.

• Meeting Protocols: The committee will convene at least once a year, with a quorum of more than half of its members. Meetings may be held on-site or via tele-/videoconference, and resolutions require a majority vote. Minutes will be retained for a minimum of ten years.

• Resource Allocation: The company will provide adequate resources for the committee’s operations, and external advisers may be engaged with board approval.

The enhanced charter aims to promote transparency, align executive incentives with corporate performance, and safeguard shareholder interests by granting the board veto power over remuneration proposals deemed detrimental to stakeholders.