NSING TECH (02701) has issued comprehensive Terms of Reference for its Board Remuneration and Appraisal Committee, which will take effect upon the company’s H-share listing on the Hong Kong Stock Exchange on or after March 20 2026.

Key governance provisions:

1. Committee Structure • The committee will comprise a minimum of three directors, with independent directors forming the majority and the chairmanship. • Members are nominated by the board chair, at least half of the independent directors, or one-third of the full board, and are appointed by the board. • Tenure aligns with a director’s board term; re-election is permitted. Vacancies arising mid-term must be filled promptly to maintain at least two-thirds of the prescribed membership.

2. Core Responsibilities • Design and periodic review of remuneration policies and performance appraisal standards for directors and senior management. • Recommendation or determination of individual remuneration packages, including non-pecuniary benefits, pension rights, and termination compensations. • Formulation or amendment of equity incentive schemes, employee stock ownership plans and shareholding arrangements linked to potential subsidiary spin-offs. • Power to veto remuneration proposals deemed detrimental to shareholder interests. • Assurance that directors and their associates do not participate in decisions on their own remuneration.

3. Procedural Safeguards • At least one meeting per year, with a 14-day notice requirement unless unanimously waived. • Meetings require a quorum of two-thirds of members and resolutions pass by simple majority. • Written resolutions signed by all members carry the same authority as formally convened meetings. • Meeting minutes must be archived by the company secretaries, and an independent director from the committee must attend the annual general meeting to address shareholder queries.

4. Resource Allocation and External Advice • The committee is entitled to adequate corporate resources and may engage external advisers at the company’s expense to support decision-making.

5. Disclosure Obligations • The board will detail the committee’s annual activities, including meeting frequency and key resolutions, in the company’s annual report.

These guidelines aim to align NSING TECH’s remuneration governance with the Company Law of the People’s Republic of China, Shenzhen Stock Exchange regulations, Hong Kong Listing Rules and other applicable statutes, reinforcing transparency and shareholder protection ahead of the company’s Hong Kong listing.