Mech-Mind Robotics Technologies Co., Ltd. has released the Terms of Reference for its Board-level Remuneration and Appraisal Committee, formalising governance around pay, performance assessment and incentive design for directors (excluding independent non-executive directors) and senior management.

Key Elements of the Mandate • Purpose and Scope: The Committee is charged with designing appraisal standards, conducting annual performance evaluations, and formulating remuneration and incentive policies—including equity plans, claw-back arrangements and shareholding schemes linked to any future subsidiary spin-offs. • Composition: The body will comprise at least three directors, with independent non-executive directors constituting a majority. An independent non-executive director will serve as Committee chairman. • Appointment & Tenure: Members are nominated by the Board chairman or at least one-third of directors and elected by the Board. Tenure aligns with the Board term, with automatic termination if a member ceases to qualify as a director or, for independent directors, loses independence status. • Decision-Making Process: Meetings require two-thirds member attendance, at least one of whom must be independent. Resolutions pass by majority vote; the chair holds a casting vote in the event of a tie. Interested members must abstain from voting on related matters. • Meeting Frequency & Administration: At least one meeting per year is mandated, with a three-day minimum notice period (waivable by unanimous consent). Minutes are archived for no less than ten years, and confidentiality obligations apply to all participants. • Reporting Lines: The Committee is directly accountable to the Board. Director pay plans require subsequent shareholder approval, while senior management remuneration becomes effective upon Board endorsement. • External Advice: The Committee may engage external advisers at the Company’s expense to support decision-making. • Effective Date: Provisions applicable to listed entities take effect from the listing date of Mech-Mind Robotics’ H shares on the Hong Kong Stock Exchange Main Board.

These measures aim to strengthen Mech-Mind Robotics’ corporate governance framework by ensuring transparent, structured and shareholder-aligned remuneration and performance oversight.