Lingyi iTech Issues Updated Working Rules for Board’s Special Committees

Bulletin Express
Jun 24

Lingyi iTech (Guangdong) Company released a comprehensive set of Working Rules that refine the mandates, composition and operating procedures of its four Board-level special committees—Strategy & Development, Nomination, Audit, and Remuneration & Appraisal—effective upon the Company’s H-share listing on the Hong Kong Stock Exchange.

Key governance changes and committee details are as follows:

1. Strategy & Development Committee • Composition: Three directors; chaired by the Board Chairman. • Core mandate: Formulate long-term strategic plans, review major investment and financing proposals, and advise on significant capital operations. • Meeting mechanics: Convened on demand; resolutions require a majority of all members with a two-thirds quorum.

2. Nomination Committee • Composition: Three directors with a majority of independent directors and at least one director of a different gender; chaired by an independent director. • Core mandate: Define selection criteria for directors and senior management, assess Board composition annually, evaluate independence of non-executive directors, and oversee succession planning.

3. Audit Committee • Composition: Three non-executive directors with a majority of independent directors; at least one member must be a professional accountant; chaired by an independent director. • Core mandate: Review financial statements and disclosures, monitor internal controls and risk management, recommend external auditor appointments, and meet at least quarterly. • Additional safeguards: Former audit-firm partners are barred from membership for two years after leaving their firm to ensure auditor independence.

4. Remuneration & Appraisal Committee • Composition: Three directors with a majority of independent directors; chaired by an independent director. • Core mandate: Set evaluation standards, determine or recommend individual pay for executive directors and senior management, oversee equity-incentive and employee stock-ownership plans, and ensure no director participates in setting his or her own remuneration.

Operational framework for all committees: • Members are elected by the Board with terms coterminous with directorships. • A two-thirds attendance quorum and majority vote are required for resolutions; meetings may be held in person or by correspondence with a three-day prior notice. • The Securities Department provides logistical and information support and maintains official minutes. • Committees may engage external advisors at the Company’s expense and all participants are bound by confidentiality obligations.

The new Working Rules align with the Company Law of the PRC, the Securities Law, Shenzhen and Hong Kong listing regulations, and the Company’s Articles of Association. Previous committee rules are automatically invalidated upon the rules’ effective date. The Board retains full interpretation rights, and the document is dated June 2026.

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