Delton Technology (Guangzhou) Inc. (DELTON, 01989) has published the draft “Terms of Reference of the Nomination Committee of the Board of Directors,” setting out a comprehensive framework for director and senior-management appointments that will apply once the company’s H shares list on the Hong Kong Stock Exchange.

Key elements of the proposed governance structure include:

1. Committee Composition • Minimum of three directors, with independent directors constituting over half of the membership and at least one member of a different gender. • Chairperson must be an independent director, elected by a majority of committee members and reported to the Board. • Tenure of members aligns with the Board’s term, with automatic disqualification if a member ceases to be a director.

2. Principal Responsibilities • Formulate selection criteria and procedures for directors and senior managers, considering diversity factors such as gender, age, culture, education, skills, and experience. • Recommend director nominations, advise on re-appointments, and oversee succession planning for key positions (Chairman, General Manager, Chief Executive Officer). • Review independence of independent non-executive directors and assess Board performance at least biennially. • Submit written recommendations to the Board; if the Board deviates, it must record reasons and disclose them per listing rules.

3. Meeting Procedures • Notice to members at least three days in advance; quorum set at two-thirds of members. • Resolutions require more than half of all members’ approval and are reported in writing to the Board. • Minutes must be circulated within seven days and retained for ten years. • The committee may engage external advisers, with expenses borne by the company.

4. Implementation Timeline The draft will take effect on the date DELTON’s H shares commence trading in Hong Kong, at which point any previous committee terms will be rendered invalid.

The document aligns with the PRC Company Law, HKEX Listing Rules, and the company’s Articles of Association, reinforcing DELTON’s commitment to transparent and structured corporate governance during its forthcoming international listing.