Manycore Tech has formalised the scope and authority of its Remuneration Committee through a comprehensive Terms of Reference approved by the board on 14 February 2025, effective from the company’s listing day in Hong Kong.
The committee must comprise at least three directors, with independent non-executive directors forming a majority. An independent non-executive director will act as chair. A quorum requires two members, including one independent director, and meetings will be held no fewer than once per year.
Key responsibilities include: • Recommending overarching remuneration policy and structure for directors and named senior management—Mr. Huang Xiaohuang, Mr. Chen Hang, Mr. Zhu Hao and Mr. Shen Bei—while ensuring a transparent decision process. • Reviewing and approving individual pay packages, benefits in kind, pension rights and any termination compensation for executive directors and senior management. • Making recommendations on remuneration for non-executive directors, with reference to peer-group pay, time commitments and wider Group employment conditions. • Overseeing performance-linked incentives; ensuring variable elements form a meaningful portion of total compensation and align management interests with shareholders. • Administering the company’s share option or other incentive schemes in accordance with Chapter 17 of the Hong Kong Listing Rules, including recommending aggregate grant limits and liaising with scheme trustees.
The committee is empowered to request information from any employee, secure external professional advice at company expense and determine the terms of engagement for such advisors.
Governance measures stipulate that no director participates in setting his or her own remuneration, and members must declare conflicts of interest and abstain from related deliberations and votes.
The chair will attend each annual general meeting to answer shareholder questions, ensuring direct accountability, while detailed minutes of every meeting will be maintained and circulated to the full board.
The Terms of Reference will be available on both the Hong Kong Stock Exchange and the company’s website, providing stakeholders with clarity on how Manycore Tech structures and oversees top-level pay.
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