HUAQIN Co., Ltd. has released the Terms of Reference for its Board Nomination Committee, establishing a formal framework for selecting directors and senior management as the company prepares for its H-share listing on The Stock Exchange of Hong Kong Limited.
The document mandates a three-member committee in which independent directors must form the majority. The chairperson is required to be an independent director, and the committee must include at least one director of a different gender to enhance board diversity.
Key responsibilities include: • Recommending the appointment, re-appointment or removal of directors and senior executives. • Conducting annual reviews of board size, structure, skills mix and diversity, and proposing adjustments aligned with corporate strategy. • Assessing the independence of independent directors and formulating the company’s board-diversity policy for disclosure in the annual corporate governance report. • Overseeing succession planning for directors and senior management.
Qualification criteria disqualify any candidate who has faced unsuitability declarations from stock exchanges in the past three years or administrative penalties from the China Securities Regulatory Commission for serious legal breaches during the same period. Committee members serve concurrent terms with the board and may be re-elected.
Operational safeguards include: • Meeting notices issued at least three days in advance, with emergency sessions permissible upon confirmation of receipt. • A quorum of two-thirds of members and resolutions passed by a simple majority. • Flexibility to convene in person, by written circulation, fax or internet to expedite decision-making. • Authority to engage external advisers at the company’s expense.
The charter becomes effective on the date HUAQIN’s H-shares commence trading in Hong Kong and was approved by the board in August 2025. Amendments will require further board approval and adherence to prevailing laws, listing rules and the company’s Articles of Association.
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