Hangzhou Jiuyuan Genetic Biopharmaceutical Co., Ltd. (“Jiuyuan Gene”, 02566) has released an updated “Terms of Reference of the Nomination Committee of the Board of Directors,” which will take effect on 30 March 2026. The revision aligns with the PRC Company Law, the firm’s Articles of Association and Hong Kong Listing Rules, aiming to strengthen director and senior management selection, bolster board diversity, and enhance overall corporate governance.

Key changes and highlights:

1. Committee Structure • The Nomination Committee will consist of at least three directors, with independent non-executive directors (INEDs) forming the majority. • Gender diversity is mandated: a minimum of one director must be of a different gender. • The committee chair—either the board chair or an INED—will be elected from among members and approved by the board.

2. Core Responsibilities • Annual review of board and senior management composition, including skills matrices and individual director time commitments. • Formulation of selection criteria and procedures for directors and senior executives, with authority to identify, evaluate and recommend candidates. • Ongoing assessment of INED independence and performance evaluation of non-executive directors. • Development and periodic review of a formal board diversity policy spanning gender, age, ethnicity, language and professional background. • Advisory role on appointments, reappointments and succession planning for directors and senior management.

3. Decision-Making Process • Recommendations are submitted to the board; matters requiring shareholder approval must first obtain board consent before presentation at general meetings. • A structured seven-step nomination procedure covers candidate search, qualification vetting and final recommendation at least one month before elections or appointments.

4. Meeting Protocols • Meetings are convened as needed with three days’ notice and require a two-thirds quorum. Resolutions pass by majority vote, with the chair holding a casting vote in the case of a tie. • Sessions may be held onsite or via communication tools; detailed minutes are maintained by the board secretary. • Related-party members must recuse themselves from relevant discussions. External advisers may be engaged at company expense.

5. Compliance and Amendments • Future discrepancies with national laws, updated Hong Kong Listing Rules, or amended Articles of Association will prompt immediate revisions, subject to board approval. • The board retains responsibility for interpreting and amending the charter.

The updated charter underscores Jiuyuan Gene’s commitment to transparent governance, rigorous director selection and enhanced board diversity, positioning the company for regulatory compliance and strategic alignment heading into 2026.