​Migao Group Holdings Limited has adopted an updated set of Terms of Reference for its Nomination Committee, effective 25 June 2026, replacing the version first approved on 28 February 2024. Key changes and core provisions include:

• Composition and Diversity Requirements – The committee must have at least three members, with a majority being independent non-executive directors (INEDs). – At least one member must be of a different gender, reinforcing the group’s board-diversity agenda. – The chairperson can be either the board chair or an INED.

• Meeting Framework – The committee is required to meet at least once a year; a quorum is two members, including at least one INED. – Members may attend in person or via electronic means, and written resolutions signed by all members are valid.

• Mandate and Authorities – Charged with identifying and recommending director candidates, the committee reviews board size, structure, skills matrix and succession planning. – It assesses INED independence, evaluates candidates holding multiple directorships and oversees implementation of the board-diversity policy. – The committee has full access to management and external advisers at the company’s expense.

• Reporting and Disclosure Obligations – Recommendations and decisions are reported to the board, subject to regulatory constraints. – When the board proposes an INED election, the shareholder circular must detail the selection process, independence assessment, candidate skillset and contribution to diversity.

• Annual General Meeting Presence – The chairperson, or a delegate, will attend the AGM to address shareholder questions on the committee’s work.

The revised charter aligns Migao Group’s governance framework with Hong Kong Listing Rules and the Corporate Governance Code, underscoring its commitment to transparent director nominations and enhanced board oversight.