irasia.com - China Power International Development Limited

China Power International Development Limited
(incorporated in Hong Kong with limited liability under the Companies Ordinance)

Terms of Reference of Remuneration and Nomination Committee

Establishment and Purpose

China Power International Development Limited (the "Company") established a Remuneration and Nomination Committee (the "Committee") on 24 August 2004 with written terms of reference. The board of directors of the Company (the "Board") amended and restated the terms of reference of the Committee on 14 November 2025.

The Committee is to assist the Board for developing the procedures and setting policies and to make recommendations to the Board in respect of, the remuneration of directors and senior management of the Company; the nomination, appointment, re-election and various assessments of directors; and the composition, succession and performance evaluation of the Board.

The Committee should conform to any requirement, direction, and regulation that may from time to time be prescribed by the Board, the Corporate Governance Code and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") or imposed by legislation.

"Senior management" shall refer to the same category of persons as referred to in the Company's annual report and such other persons as may be determined by the Board.

Authority

The Committee is authorized by the Board to investigate any activity within its terms of reference.

The Committee is authorized by the Board to seek any relevant information and all requisite resources (including without limitation, intermediary agencies, independent professional advice) from the Company or from external resources at the cost of the Company to enable the Committee to discharge its duties and responsibilities.

The Committee shall consult the chairman of the Board and/or chief executive about their remuneration proposals for other executive directors.

No director should be involved in deciding his/her own remuneration and re-appointment or re-election.

Responsibilities

1. Remuneration

(a) To make recommendations to the Board on the remuneration policy and structure for all directors and senior management of the Company, and on the establishment of a formal and transparent procedure for developing remuneration policy.

(b) To review and approve the management's remuneration proposals with reference to the Board's corporate goals and objectives.

(c) To make recommendations to the Board on the remuneration packages of individual executive directors and senior management. This should include benefits in kind, pension rights, performance-related bonuses, incentive payments and compensation payments, including any compensation payable for loss or termination of their office or appointment.

(d) To make recommendations to the Board on the remuneration of non-executive directors.

(e) To consider salaries paid by comparable companies, time commitment and responsibilities, employment conditions and performance evaluation standard of the Company and/or its subsidiaries where they operate.

(f) To review and approve compensation payable to executive directors and senior management for any loss or termination of office or appointment to ensure that it is consistent with contractual terms and is otherwise fair and not excessive.

(g) To review and approve compensation arrangements relating to dismissal or removal of directors for misconduct to ensure that they consistent with contractual terms and are otherwise reasonable and appropriate.

(h) To ensure that no director or any of his/her associates is involved in deciding his/her own remuneration.

(i) To review and/or approve matters relating to share schemes prescribed under the Listing Rules (as amended from time to time).

2. Nomination

(a) To review the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually and make recommendations to the Board with regards to any needs for changes or enhancements to the Board composition with respect to the perspectives and any further skills required to complement the Company's purpose, values, corporate strategy and desired culture.

(b) To assist the Board in maintaining a board skills matrix, and to identify any further skills that the Board is looking to acquire or its plan to acquire such further skills that serve to meet business needs of the Company and evolving regulatory requirements.

(c) To identify individuals suitably qualified to become board members based on a range of diverse perspectives (including but not limited to gender, age, cultural, educational background, ethnicity, professional experience, skills and knowledge), and to select or make recommendations to the Board on the selection of individuals nominated for directorships in accordance with the Company's Nomination Policy.

(d) To assess the independence of independent non-executive directors, having regard to the requirements under the Listing Rules (as amended from time to time).

(e) To make recommendations to the Board on the appointment or re-appointment or re-election of directors and succession planning for directors, in particular the chairman and the chief executive.

(f) To review and assess each director's time commitment and contribution to the Board that commensurate with his/her roles and responsibilities, as well as the director's ability to discharge his/her responsibilities effectively on an annual basis.

(g) To review and monitor the training and continuous professional development of directors, including the number of hours and topics, etc. on an annual basis.

(h) To support the Company's regular evaluation of the Board's performance.

(i) To review the implementation and effectiveness of the Board Diversity Policy and the Workforce Diversity Policy (including senior management), including any plans or measurable objectives that have been set for gender diversity, and to monitor the progress on achieving those objectives on an annual basis.

(j) To review regularly the implementation and effectiveness of the Nomination Policy and the succession planning for directors, and to ensure they align with the Company's development needs and other policies on diversity and independence of the Board.

3. Others

(a) After the end of each Committee meeting, the Committee should report to the Board.

(b) The Committee may report to the Board at any time if it is deemed to be necessary to make recommendations to the Board.

Membership

The Board may from time to time appoint additional members to the Committee from among the directors. A majority of the members of the Committee shall be independent non-executive directors, with at least one member of a different gender.

The Committee members shall be nominated by at least one-third of all the directors and elected by the consent of simple majority of the Board.

The Committee has a chairman who must be an independent non-executive director and is responsible for convening and presiding over the meetings of the Committee. The chairman shall be elected by a simple majority votes of the Board.

Meetings

The Committee shall convene at least two meetings each year. Additional meetings shall be held as the work of the Committee demands.

The quorum of the Committee shall be two independent non-executive directors. The meetings are presided over by the chairman of the Committee, if the chairman is unable to attend, may appoint another member (an independent non-executive Director) to preside over the meeting.

Resolutions of the Committee at any meeting shall be passed by a simple majority of votes of the members present. Each member of the Committee has one vote. In the case of an equality of votes, the chairman of the meeting shall have a second or casting vote.

A resolution in writing signed by all members of the Committee shall be valid and effectual as if it had been passed at a meeting of the Committee duly convened and held. Any such resolution in writing may consist of several documents in like form, each signed by one or more members of the Committee.

The Committee should communicate adequately with the chairman of the Board, chief executive and the relevant departments under human resources management of the Company.

The company secretary of the Company, or in his/her absence, his/her delegate, shall act as the secretary to the Committee and must ensure that full minutes are kept for all meetings.

The chairman of the Committee should, as far as practicable, attend the annual general meeting of the Company and make himself/herself available to respond to any shareholder questions on the Committee's activities.

updated 14th November, 2025

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(a)	To make recommendations to the Board on the remuneration policy and structure for all directors and senior management of the Company, and on the establishment of a formal and transparent procedure for developing remuneration policy.

(b)	To review and approve the management's remuneration proposals with reference to the Board's corporate goals and objectives.

(c)	To make recommendations to the Board on the remuneration packages of individual executive directors and senior management. This should include benefits in kind, pension rights, performance-related bonuses, incentive payments and compensation payments, including any compensation payable for loss or termination of their office or appointment.

(d)	To make recommendations to the Board on the remuneration of non-executive directors.

(e)	To consider salaries paid by comparable companies, time commitment and responsibilities, employment conditions and performance evaluation standard of the Company and/or its subsidiaries where they operate.

(f)	To review and approve compensation payable to executive directors and senior management for any loss or termination of office or appointment to ensure that it is consistent with contractual terms and is otherwise fair and not excessive.

(g)	To review and approve compensation arrangements relating to dismissal or removal of directors for misconduct to ensure that they consistent with contractual terms and are otherwise reasonable and appropriate.

(h)	To ensure that no director or any of his/her associates is involved in deciding his/her own remuneration.

(i)	To review and/or approve matters relating to share schemes prescribed under the Listing Rules (as amended from time to time).

(a)	To review the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually and make recommendations to the Board with regards to any needs for changes or enhancements to the Board composition with respect to the perspectives and any further skills required to complement the Company's purpose, values, corporate strategy and desired culture.

(b)	To assist the Board in maintaining a board skills matrix, and to identify any further skills that the Board is looking to acquire or its plan to acquire such further skills that serve to meet business needs of the Company and evolving regulatory requirements.

(c)	To identify individuals suitably qualified to become board members based on a range of diverse perspectives (including but not limited to gender, age, cultural, educational background, ethnicity, professional experience, skills and knowledge), and to select or make recommendations to the Board on the selection of individuals nominated for directorships in accordance with the Company's Nomination Policy.

(d)	To assess the independence of independent non-executive directors, having regard to the requirements under the Listing Rules (as amended from time to time).

(e)	To make recommendations to the Board on the appointment or re-appointment or re-election of directors and succession planning for directors, in particular the chairman and the chief executive.

(f)	To review and assess each director's time commitment and contribution to the Board that commensurate with his/her roles and responsibilities, as well as the director's ability to discharge his/her responsibilities effectively on an annual basis.

(g)	To review and monitor the training and continuous professional development of directors, including the number of hours and topics, etc. on an annual basis.

(h)	To support the Company's regular evaluation of the Board's performance.

(i)	To review the implementation and effectiveness of the Board Diversity Policy and the Workforce Diversity Policy (including senior management), including any plans or measurable objectives that have been set for gender diversity, and to monitor the progress on achieving those objectives on an annual basis.

(j)	To review regularly the implementation and effectiveness of the Nomination Policy and the succession planning for directors, and to ensure they align with the Company's development needs and other policies on diversity and independence of the Board.

(a)	After the end of each Committee meeting, the Committee should report to the Board.

(b)	The Committee may report to the Board at any time if it is deemed to be necessary to make recommendations to the Board.