Chaozhou Three-Circle (Group) Co., Ltd. (CCTC) has released a June 2026 draft of the “Terms of Reference for the Nomination Committee of the Board,” detailing a refreshed governance framework that will take effect upon the company’s planned H-share listing on the Stock Exchange of Hong Kong.

The draft document outlines the following key provisions:

1. Committee Composition • The Nomination Committee will comprise three directors, including a minimum of two independent directors. • An independent director will serve as chair. • Members will serve concurrent terms with the board and may be re-elected; any loss of board or independence status results in automatic committee removal.

2. Core Responsibilities • Annual assessment of board size, structure, diversity and skill mix, with recommendations aligned to corporate strategy. • Identification and evaluation of candidates for directorships and senior management, including succession planning. • Review of independent director qualifications and committee structures across the board. • Formulation and oversight of the board diversity policy, with disclosure in the corporate governance report. • Authority to propose appointments or dismissals of senior management and to engage external advisers at the company’s expense.

3. Working Procedures • Candidate selection involves internal and external searches, comprehensive background reviews, candidate consent, and submission of recommendations to the board. • Shareholder-nominated director candidates must first be vetted by the Nomination Committee before being put to a general meeting. • The board must record and disclose any decision not to adopt committee recommendations, including specific reasons.

4. Meeting Rules • Meetings are convened as needed by the chair, with three-day advance notice and a two-thirds quorum requirement. • Resolutions require majority approval and may be passed on-site or by correspondence. • Minutes must capture independent directors’ views and be signed by attending members; confidentiality is mandatory unless disclosure is statutorily required.

5. Effective Date and Interpretation • The terms become effective upon the listing of CCTC’s H-shares, superseding the company’s previous Nomination Committee charter. • The board retains interpretative authority, and any conflicts with future laws or listing-place regulations will trigger immediate amendments.

By aligning the Nomination Committee’s mandate with PRC regulations, Shenzhen ChiNext rules, and Hong Kong Listing Rules, CCTC aims to enhance board oversight, improve transparency, and meet cross-border governance standards ahead of its forthcoming public offering.