Mabwell (Shanghai) Bioscience Co., Ltd. has formalised the establishment of a Nomination Committee under its Board of Directors, issuing detailed Terms of Reference that will take effect upon the company’s planned H-share listing on the Hong Kong Stock Exchange.
Key structural elements: • Composition: The committee will comprise three directors, with independent non-executive directors forming the majority. • Leadership: The committee’s chairperson must be either the Board chair or an independent non-executive director, elected by committee members and approved by the Board. • Tenure & Vacancies: Members serve concurrent terms with the Board. Vacancies reducing membership below two-thirds must be filled promptly; otherwise, the committee’s decision-making is suspended.
Core responsibilities: • Annual review of the Board’s structure, size and skill mix, with recommendations on changes aligned to corporate strategy. • Formulation of selection criteria and procedures for directors and senior management, including oversight of succession planning for the chairperson and chief executive. • Evaluation of candidates’ qualifications, assessment of independent non-executive directors’ independence, and recommendations on appointments, re-appointments or dismissals. • Development and disclosure of the Board diversity policy in the corporate governance report. • Authority to engage external advisers at the company’s expense for professional opinions.
Operating guidelines: • Meetings may be convened by the chairperson or any two committee members; notices are required three days in advance unless urgency dictates otherwise. • A quorum requires participation of at least two-thirds of members, with resolutions passed by majority vote. • Decisions and voting outcomes must be reported to the full Board in writing, and annual board reports will summarise the committee’s activities. • Meeting minutes are to be retained for no less than ten years, and members are bound by confidentiality obligations.
Implementation timeline: The Terms of Reference, approved by the Board in April 2026, will be effective from the date Mabwell’s H-shares are filed with the China Securities Regulatory Commission and commence trading on the Hong Kong Stock Exchange.
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