Zhejiang Laifual Drive Co., Ltd. (Laifual Drive) released a revised “Terms of Reference for the Nomination Committee of the Board of Directors,” outlining enhanced governance mechanisms ahead of the company’s H-share listing on the Main Board of The Stock Exchange of Hong Kong Limited.

Key points from the updated charter are as follows:

1. Committee Structure • The Nomination Committee will comprise at least three directors, with independent non-executive directors forming the majority. • At least one committee member must be of a different gender, and the chair will be either the board chair or an independent non-executive director. • Members are elected by the board through a simple majority and serve concurrent terms with the board. Vacancies must be filled within three months to ensure compliance.

2. Core Responsibilities • Annual review of board size, composition, skills matrix and diversity, with recommendations on adjustments aligned to corporate strategy. • Identification and assessment of director and senior management candidates, including verification of independence, professional qualifications and time commitment—particularly for nominees holding multiple listed-company directorships. • Maintenance of formal policies on director nomination and board diversity, with progress disclosure in the Corporate Governance Report. • Biennial support for a comprehensive board performance evaluation, detailing results and improvement measures in public filings. • Preparation of detailed explanatory statements for shareholders when proposing the election or re-election of independent non-executive directors, especially those serving more than nine years or holding seven or more listed-company board seats.

3. Meeting Protocols • The committee must meet at least once annually; extraordinary meetings can be convened by the board, the committee chair or two members. • A quorum requires two-thirds attendance; resolutions pass with a simple majority. • Members must abstain from deliberations where conflicts of interest exist, and confidentiality obligations apply to all participants.

4. Authority and Resources • The committee may engage external advisers to assist in identifying director or senior management candidates, with related costs borne by the company. • Recommendations are submitted to the board; director nominations further require shareholder approval.

5. Implementation Timeline The revised terms become effective upon the listing and trading of Laifual Drive’s H shares in Hong Kong. The board retains the right to interpret and amend the document to ensure alignment with applicable laws, Hong Kong Listing Rules and the company’s Articles of Association.