Red Avenue New Materials Group Co., Ltd. (“RA Materials”) has released its revised “Terms of Reference of the Nomination Committee of the Board of Directors,” detailing the composition, authority, and operating procedures of the committee charged with director and senior management nominations.

Key Elements

1. Committee Structure • The Nomination Committee will comprise three directors, at least two of whom must be independent and at least one of a different gender. • Members are elected by the Board of Directors for terms concurrent with their board tenure. • An independent director will serve as committee chair, responsible for convening and presiding over meetings.

2. Core Responsibilities • Recommend optimal board size and composition in line with RA Materials’ business scale, asset structure, and strategic needs. • Formulate and oversee criteria, procedures, and succession plans for appointing or removing directors, the President, and other senior management. • Identify and review candidates, assess the independence of independent directors, and maintain a board skills matrix. • Set and monitor measurable objectives under the company’s board diversity policy, evaluating progress annually. • Conduct regular evaluations of board performance, review corporate governance guidelines, and supervise directors’ ongoing professional development.

3. Operating Procedures • Meetings may be convened by the chair or at least two members, with a minimum of one session per year; quorum requires two-thirds attendance and resolutions need a majority vote. • A dedicated Nomination Department will prepare meeting materials; minutes will be maintained by the Board Secretary. • Members facing conflicts of interest must recuse themselves; where fewer than half of non-conflicted members remain, matters escalate to the full Board.

4. Board Diversity Framework • Candidate assessment will weigh gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge, and tenure. • The committee will periodically review and, if necessary, amend diversity objectives to align with corporate strategy.

5. Transparency and Compliance • Recommendations to the Board must be recorded; any Board decision diverging from committee advice requires disclosure with justification. • The Terms of Reference take effect upon the company’s H-share listing on The Stock Exchange of Hong Kong Limited and will be published on both the company and HKEX websites.

These guidelines aim to institutionalize rigorous nomination standards, reinforce independence, and promote a diverse and effective board to support RA Materials’ long-term governance objectives.