SHENZHEN LDROBOT CO., LTD. has released the official Terms of Reference for its newly-formed Remuneration Committee, formalising a governance framework that aligns with the Company Law of the People’s Republic of China and Appendix C1 of the Hong Kong Listing Rules.

Key points are as follows:

1. Committee Structure • The Remuneration Committee will comprise three directors, of whom a minimum of two must be independent non-executive directors, ensuring a majority of independent members. • The committee chairperson must be an independent non-executive director; appointment is made by the Board chair. • Members serve concurrent terms with the Board and may be re-elected. Vacancies arising from a director’s departure will be filled in accordance with the same nomination and approval process.

2. Main Responsibilities • Formulate and review remuneration policies, performance evaluation standards, reward and penalty mechanisms, and equity incentive schemes for directors and senior management. • Conduct annual performance appraisals for directors and senior management, recommend remuneration packages, and supervise implementation of approved plans. • Review and/or approve compensation for loss or termination of office, dismissal for misconduct and matters related to share schemes under Chapter 17 of the Listing Rules. • Advise shareholders on voting matters involving directors’ service contracts that require shareholder approval, while ensuring no director participates in determining his or her own remuneration. • Provide ongoing oversight to ensure remuneration decisions attract and retain qualified leadership without being excessive.

3. Decision-Making & Meeting Procedures • The committee will meet at least once per year; interim meetings can be called with three days’ notice. A quorum requires the presence of more than two-thirds of members, and resolutions pass by a simple majority. • Voting is typically conducted by show of hands; urgent matters may be resolved via communication vote. • Minutes are signed by attending members and kept by the Board secretary. Confidentiality obligations apply to all participants.

4. Implementation & Oversight • A dedicated working group led by the head of the administrative department will supply financial, operational and performance data to support committee deliberations. • The Board retains veto rights over any remuneration proposal deemed detrimental to shareholder interests. Director remuneration approved by the committee requires subsequent Board endorsement and shareholder approval, while packages for senior management require Board approval only.

The charter took effect upon Board approval and the listing of LDROBOT’s H shares on the Hong Kong Main Board. Any future conflicts with amended laws, regulations or the Articles of Association will trigger immediate revision, subject to Board review.