Cryofocus Medtech (Shanghai) Co., Ltd. released a comprehensive Terms of Reference for its Board Nomination Committee, detailing the committee’s composition, responsibilities and decision-making procedures aimed at enhancing corporate governance.

The Nomination Committee will comprise at least three members, with independent non-executive directors forming the majority. The committee chair must be either the board chair or an independent non-executive director. Members will serve concurrent terms with the board and are elected or removed by a majority of directors.

Key duties include: 1. Annual review of the board’s structure, size, composition and diversity. 2. Formulation of selection criteria and procedures for directors and senior management. 3. Identification and recommendation of qualified board candidates, including assessment of independent director status. 4. Oversight of board performance evaluations, skills matrix maintenance and succession planning. 5. Periodic review of the Board Diversity Policy and disclosure of progress in the company’s Corporate Governance Report.

The committee is empowered to access all necessary internal information, engage external professional advisors at the company’s expense and submit proposals directly to the board. A quorum requires participation of at least two-thirds of committee members, and resolutions pass by majority vote. Members must abstain from voting on matters where they hold personal interests.

Meeting notices must be issued three days in advance, and detailed minutes—signed by attending members—are required for all sessions. All participants are obligated to maintain confidentiality regarding committee discussions.

The charter aligns with the Company Law of the PRC, Hong Kong Stock Exchange Listing Rules and the company’s Articles of Association, positioning Cryofocus Medtech to reinforce transparency and accountability in future board and senior management appointments.