Zhejiang Galaxis Technology Group Co., Ltd. (Galaxis Tech, 02729) has released revised “Terms of Reference of the Remuneration and Appraisal Committee,” detailing the structure, authority and operating rules of the Board committee responsible for directors’ and senior management remuneration and performance evaluation.

Key Points

1. Committee Mandate • Main responsibilities include formulating transparent remuneration policies, setting and reviewing performance appraisal criteria, supervising implementation of the compensation system, and recommending pay packages for executive and non-executive directors as well as senior management. • The Committee will also approve compensation for loss or termination of office, review directors’ service contracts and oversee matters related to share schemes under Chapter 17 of the Hong Kong Listing Rules. • All proposals require subsequent Board approval; director remuneration plans must also be submitted to shareholders’ meetings.

2. Composition and Tenure • Minimum of three directors, with independent non-executive directors (INEDs) forming the majority. • The Committee chair must be an INED. • Members are nominated by the Board chair, a majority of INEDs, or at least one-third of all directors and serve concurrent terms with the Board.

3. Meeting Mechanics • At least one meeting per year; additional meetings can be convened as needed. • Quorum: two-thirds of members, including at least one INED. Each member has one vote; resolutions pass with a simple majority. • Minutes are retained for a minimum of ten years, and confidentiality obligations apply to all attendees.

4. Conflict-of-Interest Safeguards • Members with direct or indirect material interests in agenda items must disclose such interests and recuse themselves from voting unless the Committee unanimously determines no significant impact.

5. Effective Date and Supersession • The charter becomes effective upon Board approval and the commencement of trading of Galaxis Tech’s H shares on HKEX Main Board, replacing any prior versions.

The updated charter aligns Galaxis Tech’s governance framework with PRC law, the Hong Kong Listing Rules and the Corporate Governance Code, reinforcing oversight of remuneration and performance assessment as the company moves toward public listing in Hong Kong.