Dajin Heavy Industry Defines Remuneration and Appraisal Committee Structure and Authority

Dajin Heavy Industry Co., Ltd. released the Terms of Reference for its newly formed Remuneration and Appraisal Committee, detailing governance, composition and decision-making procedures for director and senior-management compensation.

Committee Composition • The Committee will comprise three directors, with at least two being independent directors. • An independent director will serve as chairman, elected by the Board of Directors. • Members serve concurrent terms with the Board and may be re-elected.

Key Responsibilities • Formulate assessment standards, conduct performance appraisals and draft remuneration policies for directors and senior management. • Propose remuneration packages, equity incentive schemes, employee stock ownership plans and shareholding arrangements for senior executives in potential spin-offs. • Submit director remuneration plans to the Board and, after Board approval, to shareholders for final endorsement. Senior-management packages require only Board approval. • Recommend vetoes of remuneration plans or proposals deemed detrimental to shareholder interests.

Decision-Making Process • A dedicated working team will collect operational, financial and performance data to support the Committee’s deliberations. • Directors and senior managers must provide work reports and self-assessments; these form the basis for performance evaluation and reward proposals. • Meetings are quorate with two-thirds attendance; resolutions pass by majority vote, either by show of hands, poll or written consent.

Operational Rules • Meeting notices are issued at least five days in advance, with shorter notice permitted for urgent matters. • Committee members must abstain from voting on matters concerning themselves. • Minutes are retained for ten years, and confidentiality is mandatory for all participants.

Implementation The Terms of Reference take effect upon the listing of Dajin Heavy Industry’s H-shares on The Stock Exchange of Hong Kong, aligning the company’s governance framework with PRC laws and Hong Kong Listing Rules.