C-Link Squared Limited — Governance Information 2025

May 30, 2025

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Terms of Reference for the Nomination Committee of C-Link Squared Limited (the “Company”)

Revised and Adopted by the Board on 30 May 2025

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Definitions

1. For the purposes of these terms of reference (the "Terms"):

Board means the board of directors of the Company.

Board Diversity Policy means the policy concerning the diversity of Board members.

Chairman means the chairman of the Nomination Committee.

Company Secretary means the company secretary of the Company.

Corporate Governance Report means the annual corporate governance report of the Company.

Directors means the directors of the Board.

Group means the Company and its subsidiaries at the relevant time or, where the context so requires, in respect of the period before the Company became the holding company of its present subsidiaries and associated companies, the present subsidiaries and associated companies of the Company or the businesses operated by its present subsidiaries and associated companies or (as the case may be) its predecessor.

Listing Rules means the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time).

Nomination Committee (or the Committee) means the nomination committee established by the resolution of the Board in accordance with Clause 2 of these Terms.

Senior Management means the same persons referred to in the Company's annual report and required to be disclosed under paragraph 12 of Appendix D2 to the Listing Rules which may include directors of subsidiaries, heads of divisions, departments or other operating units within the Group as, in the opinion of the Company's directors, is appropriate.

Shareholders means the shareholders of the Company.

Stock Exchange means The Stock Exchange of Hong Kong Limited.

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Workforce Diversity Policy means the policy concerning the diversity of the Company's workforce.

Constitution

1. The Nomination Committee was established by resolutions of the Board on 11 March 2020.

Membership

1. The members of the Nomination Committee shall be appointed by the Board from amongst the Directors and shall consist of not less than three members, a majority of whom should be independent non-executive Directors who shall meet and maintain the independence requirements set out in the Listing Rules. The members of the Nomination Committee shall have at least one member of a different gender. The quorum of a Committee meeting shall be any two members of the Nomination Committee, one of whom must be independent non-executive Director.

2. The Chairman shall be the chairman of the Board or an independent non-executive Director who shall be appointed by the Board to be the Chairman.

3. The members of the Nomination Committee should ensure that they devote sufficient time and make contributions to the Company that are commensurate with their role and Board responsibilities.

Frequency and procedure of meetings

1. Unless otherwise stated herein, the meetings are governed by the provisions contained in the Company's articles of association for regulating the meeting and proceedings of Directors.

2. Meetings shall be held not less than once a year. The Chairman shall convene a meeting upon request by any member of the Nomination Committee.

3. The Company Secretary shall be the secretary of the Nomination Committee.

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1. An agenda and accompanying Board papers should be sent in full to all Directors in a timely manner and at least three days before the intended date of a meeting of the Nomination Committee (or other agreed period).

2. Senior Management has an obligation to supply the Board and the Nomination Committee with sufficient explanation and adequate information, in a timely manner, to enable it to make informed decisions. The information supplied must be complete and reliable. Where any Director requires more information than is volunteered by the Senior Management, the respective Director should make further enquiries where necessary. The Board and individual Director(s) should have separate and independent access to the Senior Management.

Annual General Meeting

1. Independent non-executive Directors and other non-executive Directors should attend general meetings to gain and develop a balanced understanding of the views of Shareholders and to give the Board and any committees on which they serve the benefit of their skills, expertise and varied backgrounds and qualifications through regular attendance and active participation. The Chairman shall attend the Company's annual general meeting and be prepared to respond to any Shareholders' questions on the Nomination Committee's activities.

2. If the Chairman is unable to attend an annual general meeting of the Company, he shall arrange for another member of the Nomination Committee, or failing this, his duly appointed delegate, to attend in his place. Such person shall be prepared to respond to any Shareholders' questions on the Nomination Committee's activities.

Authority

1. The Nomination Committee is authorised by the Board to investigate any activity within these Terms. It is authorised to seek any information it requires from any employee and all employees are directed to co-operate with all requests made by the Nomination Committee.

2. The Nomination Committee shall be provided with sufficient resources to perform its duties.

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1. The Nomination Committee is authorised by the Board to obtain external independent professional advisers and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary. The Nomination Committee shall be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any external consultant who advises the Nomination Committee.

Duties

1. The duties of the Nomination Committee shall include:

(a) reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually, assisting the Board in maintaining a board skills matrix, and making recommendations on any proposed changes to the Board to complement the Company’s corporate strategy;

(b) making recommendations to the Board on the appointment or re-appointment of Directors and succession planning for Directors, in particular the chairman and the chief executive of the Company;

(c) identifying individuals suitably qualified to become Directors and selecting or making recommendations to the Board on the selection of individuals nominated for directorship, with due regard for the benefits of diversity on the Board;

(d) assessing the independence of independent non-executive Directors;

(e) before appointments are made by the Board, evaluating the balance of skills, knowledge, experience and diversity on the Board, and, in light of this evaluation preparing a description of the role and capabilities required for a particular appointment. In identifying suitable candidates, the Nomination Committee shall (where applicable and appropriate):

(i) use open advertising or the services of external advisers to facilitate the search;

(ii) consider candidates from a wide range of backgrounds; and

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(iii) consider candidates on merit and against objective criteria, taking care that appointees have enough time available to devote to the position;

(f) keeping under review the leadership needs of the organisation, both executive and non-executive, with a view to ensuring the continued ability of the organisation to compete effectively in the marketplace;

(g) keeping up to date and fully informed about strategic issues and commercial changes affecting the Company and the market in which it operates;

(h) reviewing annually the time required from non-executive Directors. Performance evaluations should be used to assess whether the non-executive Directors are spending enough time in fulfilling their duties;

(i) ensuring that on appointment to the Board, non-executive Directors receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, committee service and involvement outside Board meetings;

(j) conforming to any requirement, direction and regulation that may from time to time be prescribed by the Board or contained in the Company’s articles of association or imposed by legislation;

(k) developing the Board Diversity Policy, the Workforce Diversity Policy, and disclosing the policy or a summary of the policy in the Corporate Governance Report;

(l) reviewing the implementation and effectiveness of the Board Diversity Policy and Workforce Diversity Policy on an annual basis, and reviewing the measurable objectives that the Board has set for implementing the Board Diversity Policy and the progress on achieving the objectives;

(m) establishing and making recommendation to the Board, where appropriate, mechanism(s) to ensure independent views and input are available to the Board and disclosing such mechanism in the Corporate Governance Report, and reviewing the implementation and effectiveness of such mechanism on an annual basis;

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(n) developing and reviewing, as appropriate, the policy for the nomination of Directors which shall set out, inter alia, the nomination procedures and the process and criteria adopted by the Nomination Committee to select and recommend candidates for directorship;

(o) assessing each Director’s time commitment and contribution to the Board, as well as Director’s ability to discharge his or her responsibilities effectively;

(p) supporting the Company’s regular evaluation of the Board’s performance; and

(q) doing any such things to enable the Nomination Committee to discharge its powers and functions conferred to it by the Board.

1. The Nomination Committee shall also make recommendations to the Board concerning:

(a) formulating plans for succession for both executive and non-executive Directors;

(b) suitable candidates for the role of independent non-executive Directors;

(c) membership of the Company’s audit and remuneration committees, in consultation with the chairmen of those committees;

(d) the re-appointment of any non-executive Director at the conclusion of their specified term of office having given due regard to their performance and ability to continue to contribute to the Board in the light of the knowledge, skills, experience and diversity required;

(e) the continuation (or not) in service of any Director who has reached the age of 70;

(f) the re-election by the Shareholders of any Director under the “retirement by rotation” provisions in the Company’s articles of association having due regard to their performance and ability to continue to contribute to the Board in light of the knowledge, skills experience and diversity required;

(g) any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an executive Director as an employee of the Company subject to the provisions of the law and their service contract;

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(h) the adequacy of the corporate governance guidelines of the Company and to recommend any proposed changes to the Board for approval; and

(i) the appointment of any Director to executive or other office.

Reporting procedures

1. Full minutes of the Nomination Committee’s meetings should be properly kept by a duly appointed secretary of the meeting (who should normally be the Company Secretary or his/her appointed delegate), and such minutes should be open for inspection at any reasonable time on reasonable notice by any Director.

2. Minutes of meetings of the Nomination Committee shall record in sufficient detail the matters considered by the Nomination Committee and decisions reached, including any concerns raised by Directors, members of the Nomination Committee or dissenting views expressed. Draft and final versions of minutes should be sent to all members of the Nomination Committee for their comment and records respectively in both cases, within a reasonable time after such meetings are held.

3. Without prejudice to the generality of the duties of the Nomination Committee set out above, the Nomination Committee shall report back to the Board and keep the Board fully informed of its decisions and recommendations, unless there are legal or regulatory restrictions on their ability to do so (such as a restriction on disclosure due to regulatory requirements).

Provision of terms of reference

1. The Nomination Committee should make available these Terms, explaining its role and the authority delegated to it by the Board by including them on the Stock Exchange’s website and the Company’s website.

30 May 2025

(If there is any inconsistency between the English version and the Chinese version, the English version shall prevail.)