Shenzhen Zhaowei Machinery & Electronics Co., Ltd. issued an announcement detailing the newly established Remuneration and Appraisal Committee. The document outlines the committee’s scope of authority, membership rules, and responsibilities, aiming to enhance the corporate governance framework following the Company Law of the People’s Republic of China and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

The committee comprises at least three directors, with a majority designated as independent. Its responsibilities include setting remuneration policies, reviewing Directors’ and senior management performance, and making recommendations on relevant plans for consideration by the Board and, where necessary, shareholders. Remuneration proposals for non-executive Directors and the appraisal measures for executive Directors and senior management are also discussed in detail.

According to the announcement, the Remuneration and Appraisal Committee meetings are convened based on business needs. Any resolutions passed require more than half of the committee members’ approval, and members with a conflict of interest must abstain from voting. The Terms of Reference will take effect starting from the date on which the H Shares of Shenzhen Zhaowei Machinery & Electronics Co., Ltd. are listed on The Stock Exchange of Hong Kong Limited. The committee’s documentation will be kept for ten years, preserving transparency and accountability throughout its operations.

Shenzhen Zhaowei Machinery & Electronics Co., Ltd. also requires that the Remuneration and Appraisal Committee strictly adhere to these Terms of Reference and relevant regulations. Any matters not covered are governed by national laws and administrative regulations. The Board retains the right to reject remuneration proposals that contradict shareholders’ interests and ensures that remuneration practices align with best governance standards.