Hangzhou Diagens Biotechnology Co., Ltd. has released a detailed Terms of Reference outlining the structure, authority and operating rules of its newly established Nomination Committee, a key component of the company’s corporate-governance framework as it prepares for an H-share listing on The Stock Exchange of Hong Kong Limited.

The committee will comprise a minimum of three directors, with independent non-executive directors forming the majority and at least one member representing a different gender. The chair may be either the board chairman or an independent non-executive director, subject to board approval. Membership tenure follows the director’s term, with automatic disqualification if independence criteria lapse.

Core responsibilities include: • Annual evaluation of board size, skills mix and diversity, plus recommendations on any changes. • Formulation and oversight of corporate-governance policies and implementation of a board-diversity policy, both disclosed in the company’s annual report. • Development of selection criteria and procedures for directors, the general manager and other senior managers, followed by candidate identification, assessment and recommendation. • Ongoing review of independent director status, time commitment of non-executive directors and succession planning for key leadership roles. • Supervision of the company’s code of conduct, compliance manual and adherence to the Hong Kong Listing Rules’ Corporate Governance Code.

Procedurally, the committee must convene at least one regular meeting annually, with a five-day notice period; extraordinary meetings require two-day notice. A quorum is two-thirds of members, and resolutions pass by simple majority. Members may appoint proxies with explicit voting instructions, and meetings can be held physically, by video, telephone or written resolution. Minutes are archived for at least 10 years.

The Terms of Reference become effective on the date the company’s shares commence trading in Hong Kong. The board retains ultimate responsibility for interpreting, amending and ensuring compliance with the document, which serves as a foundational step toward enhanced transparency and governance discipline for Diagens as it enters the public-capital market.