Zhongyu Energy has released a revised Terms of Reference for its Remuneration Committee, with the new framework taking effect on 27 August 2026. Key changes enhance the committee’s composition, authority and oversight standards in line with evolving corporate-governance practices.

Committee Structure and Governance • Membership: The committee will comprise no fewer than three directors, with independent non-executive directors (INEDs) forming the majority. • Leadership: An INED will chair the committee, ensuring independence in remuneration decisions; the head of Human Resources (or nominee) will act as secretary. • Meetings: At least one meeting a year is mandated, with the ability to convene additional sessions as needed. A quorum requires two members; resolutions pass by simple majority, with the chair holding a casting vote.

Enhanced Authority and Resources • Information Rights: The committee can request any data within its remit from Group employees, including board members. • External Advice: It may engage independent professional advisers at the company’s expense and invite external experts to meetings.

Expanded Duties The revised mandate tasks the committee with: 1. Formulating a group-wide remuneration policy that benchmarks peer pay levels, time commitments, responsibilities and individual performance. 2. Recommending overall remuneration structures for directors and senior management while ensuring transparency and alignment with corporate goals. 3. Determining, reviewing and approving executive-level remuneration packages—covering salary, benefits, pensions and termination payments—to ensure fairness and compliance with contractual terms. 4. Proposing pay levels for non-executive directors and annual performance bonuses for executives, senior management and staff, referencing market norms and performance criteria. 5. Overseeing compensation related to dismissals for misconduct, matters under Chapter 17 share schemes of the Hong Kong Listing Rules, and any director service contracts requiring shareholder approval. 6. Conducting periodic self-assessments of the committee’s effectiveness and recommending amendments to its mandate.

Reporting and Transparency Detailed minutes must be kept and circulated promptly to all committee members and made available to any director on request. The committee will report its decisions and recommendations to the board, save where legal restrictions apply. The chair or a delegated member will attend the annual general meeting to address shareholder queries regarding remuneration governance.

Implementation Timeline The updated Terms of Reference, originally adopted on 28 October 2005, will become operative on 27 August 2026, positioning Zhongyu Energy to align its remuneration oversight with best-practice governance standards.