Sunray Engineering Group Limited (SUNRAY ENG GP) announced the formal adoption—and subsequent update—of the Terms of Reference for its Board Remuneration Committee. Originally endorsed on 18 March 2020, the framework has been amended with effect from 26 June 2026.

Key governance parameters:

• Committee Structure – The Committee must comprise a minimum of three Board members, with independent non-executive directors (INEDs) forming the majority. The Committee chairman is required to be an INED, and the company secretary will serve as Committee secretary.

• Meeting Protocol – Sessions are to be convened at least annually with seven-day advance notice (14 days for regular Board meetings under GEM Listing Rules). A quorum of two members, including a majority of INEDs, is mandatory. Meetings may be held physically or via electronic means; written resolutions signed by all members carry the same authority as formal meetings.

• Core Responsibilities – 1) Recommend the overall remuneration policy and structure for directors and senior management. 2) Review and approve individual remuneration packages, including salaries, bonuses, benefits-in-kind, pensions and termination payments, with reference to corporate objectives and market comparables. 3) Ensure no director participates in decisions regarding his or her own pay. 4) Oversee performance-based remuneration schemes and compensation for dismissal or misconduct, ensuring fairness and contractual compliance.

• Powers – The Committee can: – Review proposed service contracts for directors or senior executives. – Recommend dismissal of employees or convene shareholder meetings to remove directors if duties are not properly discharged. – Engage external legal or professional advisers at the Company’s expense. – Access all necessary resources and conduct an annual review of its own terms of reference.

• Reporting & Transparency – Full minutes of meetings will be maintained, with draft and final versions circulated to members within 14 days. The Committee reports to the Board after each meeting, and its chairman (or delegate) will address remuneration matters at the Company’s annual general meeting. The updated terms of reference will be available on both the Company’s and the Hong Kong Stock Exchange’s websites.

• Governance Flexibility – The Board retains the right to amend or revoke the terms of reference, subject to compliance with the Company’s Articles and GEM Listing Rules; such changes will not invalidate prior Committee actions made under previous terms.

With these measures, SUNRAY ENG GP reinforces its commitment to transparent, competitive and independently-overseen remuneration practices aligned with shareholder and regulatory expectations.