Lingyi iTech (Guangdong) Company has released the “Working Rules of the Special Committees of the Board,” a comprehensive charter that standardises the composition, authority and procedures of its four board committees in preparation for the company’s planned H-share listing on the Stock Exchange of Hong Kong Limited.

The document, formulated under mainland and Hong Kong corporate-governance regulations, introduces an updated framework covering the Strategy and Development Committee, Audit Committee, Nomination Committee, and Remuneration and Appraisal Committee. Each committee will comprise three directors and operate under detailed, legally aligned procedures designed to improve decision-making transparency and board effectiveness.

Key governance features include:

• Strategy and Development Committee – Focus: Long-term strategy, major investments, financing, capital operations and asset management proposals. – Structure: Three directors; the board chairman acts as committee convener. – Meetings: Convened on demand, requiring two-thirds attendance and simple-majority voting.

• Audit Committee – Focus: Financial reporting, internal and external audit oversight, risk management and internal controls. – Structure: Three non-executive directors with a majority of independents; at least one member must be a professional accountant. – Meetings: At least quarterly, with authority to recommend auditor appointments, policy on non-audit services and review of quarterly, interim and annual reports before board approval.

• Nomination Committee – Focus: Board composition, director and senior-management selection, annual skills-matrix review and succession planning. – Structure: Three directors, majority independent, and at least one member of a different gender; an independent director serves as convener.

• Remuneration and Appraisal Committee – Focus: Performance evaluation and compensation policy for directors and senior management, including equity incentive plans and termination packages. – Structure: Three directors with a majority of independents; an independent director serves as convener.

All committees are empowered to engage external advisers at the company’s expense and must keep detailed minutes, which are filed with the board secretary. Confidentiality obligations apply to all participants.

The revised rules take effect upon the listing of Lingyi iTech’s H shares on HKEX, immediately superseding prior committee charters. The board reserves interpretative authority and will amend the rules as needed to remain compliant with future changes in PRC law, Hong Kong Listing Rules and the company’s Articles of Association.