Baige Online Digital Technology Co., Ltd. (“Baige Digital”) released the Terms of Reference for its Board Nomination Committee, establishing a comprehensive governance framework that aligns with PRC Company Law, the Securities Law, Hong Kong Listing Rules and the company’s Articles of Association.

Key elements include:

1. Composition and Tenure • The committee comprises three directors, with a majority being independent non-executive directors and at least one member of a different gender. • The chairman (convener) must be either the board chairman or an independent non-executive director, elected by more than half of committee members and approved by the full board. • Committee tenure mirrors that of the board; vacancies must be filled promptly to maintain at least two-thirds of required membership.

2. Core Responsibilities • Annual review of board structure, size, skill mix and diversity, with recommendations on adjustments. • Formulation of selection criteria and procedures for directors, supervisors, the general manager and other senior management. • Extensive candidate search, qualification review and nomination recommendations, including assessment of independent director independence and time commitment. • Oversight of succession planning, cumulative voting arrangements and annual evaluation of board performance. • Annual review of the Board Diversity Policy and disclosure of progress in the company’s annual report.

3. Meeting Protocols • Meetings may be held regularly or as needed, with three-day advance notice except in urgent cases. • A quorum requires two-thirds of members; resolutions pass with a majority vote. • Attendance can be in person or by proxy, and meetings may be conducted on-site or via communications. • Minutes are retained for at least ten years, and all participants are bound by confidentiality.

4. Decision-Making Process • The committee gathers company needs, sources candidates both internally and externally, verifies qualifications, secures nominee consent and submits recommendations to the board one to two months before elections or appointments.

5. Access and Support • Members may access regular reports, public announcements, meeting minutes and other necessary information, and may engage external advisers at the company’s expense.

The Terms of Reference take effect upon the listing of Baige Digital’s H shares on the Hong Kong Stock Exchange and will be updated to remain consistent with any future legal or regulatory changes.