Lingyi iTech Updates Board Governance Framework; Formalises Roles of Strategy, Audit, Nomination and Remuneration Committees

Bulletin Express
Jun 24

Lingyi iTech (Guangdong) Company released revised Working Rules for its four Board Special Committees—Strategy and Development, Audit, Nomination, and Remuneration & Appraisal—aimed at strengthening corporate governance and decision-making efficiency.\n\nKey highlights include:\n\n• Committee Structure and Tenure\nThe Board will maintain four dedicated committees, each comprising three directors. Members serve concurrent terms with the Board and may be re-elected. Independent directors must constitute a majority on the Audit, Nomination, and Remuneration & Appraisal Committees.\n\n• Strategy and Development Committee\nMandated to study long-term strategy, major investments, financing plans, and capital operations. Recommendations require majority approval of the three-member committee and subsequent Board endorsement.\n\n• Audit Committee\nTasked with overseeing financial reporting, external auditor independence, internal control, and risk management. The committee meets at least quarterly; at least one member must be a professional accountant. It holds authority to recommend auditor appointment or removal and to review all periodic financial statements before Board submission.\n\n• Nomination Committee\nResponsible for defining director and senior management selection criteria, assessing Board composition, and reviewing independence of non-executive directors. The committee must include at least one director of a different gender and will annually evaluate Board skills and succession planning.\n\n• Remuneration & Appraisal Committee\nCharged with formulating compensation policies, evaluating performance of directors and senior management, and drafting equity incentive plans. Independent directors represent more than half of membership, and the committee must ensure no participant determines their own remuneration.\n\n• Procedural Safeguards\nEach committee requires a two-thirds quorum, majority voting, three-day advance meeting notice, and written reporting of resolutions to the Board. Minutes are retained by the Board Secretary, and members are bound by confidentiality obligations. Committees can engage external advisers at the Company’s expense.\n\n• Effective Date and Supremacy Clause\nThe revised Working Rules take effect upon the listing of Lingyi iTech’s H-shares on the Hong Kong Stock Exchange. Previous committee rules will be nullified on that date. Future conflicts with national laws, HKEX Listing Rules, or the Articles of Association will be resolved in favour of the higher authority, with subsequent Board revisions.\n\nThe clarified governance framework is expected to enhance transparency, accountability, and strategic oversight across Lingyi iTech’s Board operations.

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