BEFAR GROUP (06745) has formally established a Nomination Committee under its Board of Directors and released the committee’s Terms of Reference, aiming to enhance governance standards and optimize board composition ahead of the company’s H-share listing on the Hong Kong Stock Exchange.

Key structural provisions • Composition: The committee will comprise three to seven directors, with independent directors forming the majority and at least one member being of a different gender. • Appointment & tenure: Members are nominated by the board chairman and elected by the full board; their tenure aligns with that of the board. A resigning director remains in post until a replacement is approved. • Leadership: An independent director will serve as convener, responsible for convening and presiding over meetings and reporting to the board.

Core responsibilities • Set selection criteria and procedures for directors and senior management (general manager, deputy GMs, CFO, board secretary). • Identify, review and nominate candidates for directorships and senior management roles and assess the independence of potential independent non-executive directors. • Annually review the board’s structure, size, skills and experience mix, prepare a board skills matrix and make recommendations on changes and succession planning, particularly for the chairman and chief executive officer. • Support regular evaluations of board performance.

Operational mechanics • Meetings require at least two-thirds attendance and decisions pass by simple majority; emergency meetings can be convened without the standard three-day notice if two-thirds of members agree. • The Human Resources Department will act as the committee’s working group, handling liaison, meeting arrangements and minute-keeping (documents retained for 10 years). • The committee may engage external advisers at the company’s expense to obtain professional opinions.

Nomination procedures • Non-independent director candidates may be proposed by the board or shareholders holding ≥1% of issued shares. • Independent director candidates follow the same nomination threshold, with explicit confirmation of independence required. • The chairman nominates the general manager; the general manager nominates other senior executives. • The committee must complete eligibility reviews within three working days of receiving candidate information and provide written results to the board and nominator.

Effectiveness The Terms of Reference become effective upon the listing of BEFAR GROUP’s H shares on HKEX. The board retains interpretative authority over the document, and future amendments will reflect any changes in PRC laws, regulations or the company’s Articles of Association.