Crypto Flow Technology Limited — Governance Information 2025

Jun 30, 2025

Crypto Flow

Crypto Flow Technology Limited

加幂科技有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8198)

(the "Company")

TERMS OF REFERENCE OF NOMINATION COMMITTEE

Revised by the board (the "Board") of directors (the "Directors") of the Company on 30 June 2025

1. Membership

1.1 Members of the Nomination Committee (the "Committee") shall be appointed or removed by the Board.

1.2 The Committee shall consist of not less than three members appointed by the Board ("Committee Members").

1.3 A majority of the Committee Members shall be independent non-executive Directors of the Board ("INEDs"). Any casual vacancy in the rank of INEDs in the Committee shall not forbid the remaining members of the Committee from performing its duties until the filling up of that vacancy. The Company shall appoint at least one Director of a different gender to the Committee.

1.4 The chairman / chairlady of the Committee shall be appointed by the Board and should be the chairman / chairlady of the Board or an INED.

2. Secretary

2.1 The company secretary shall also be the secretary of the Committee.

2.2 The secretary shall keep proper minutes of the meetings of the Committee and co-ordinate with the activities of the Board and other committee(s) of the Board.

2.3 Minutes signed by all the Committee Members shall be valid as if a meeting has been properly convened and held.

3. Quorum at Meetings

3.1 The quorum necessary for the transaction of business at a meeting of the Committee shall be two (2), one of whom shall be an INED.

3.2 Proxy is not allowed at meetings of the Committee.

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1. Meetings

4.1 The Committee regulates the frequency of its meetings as it thinks fit.

4.2 The Committee shall meet at least once a year. Additional meetings of the Committee may be held as and when required.

4.3 Committee meetings shall be summoned by the secretary of the Committee, or at the request of any of the Committee Members.

4.4 Committee Members may participate in any meeting of the Committee by means of a conference or other electronic equipment as long as all participants in the meeting can communicate simultaneously with each other.

4.5 Two (2) clear days’ notice is required for meetings, unless all Committee Members agree to shorter notice.

4.6 The chairman / chairlady of the Committee shall chair the meetings of the Committee, and should he / she be absent from a meeting, the other remaining INEDs shall choose among themselves to be the chairman / chairlady of that meeting.

4.7 Questions arising at any Committee meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman / chairlady of the meeting shall have a second or casting vote. A resolution in writing signed by all Committee Members shall be as valid and effectual as if it had been passed at a meeting of the Committee.

1. Annual General Meeting

The chairman / chairlady of the Committee or in his / her absence, another Committee Member or failing this, his / her duly appointed delegate, shall attend the annual general meeting of the Company and be prepared to respond to shareholders’ questions at the annual general meeting on the Committee’s activities and their responsibilities.

1. Authority

6.1 The Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Committee.

6.2 The Committee is authorised by the Board where necessary to access outside legal or other independent professional advice at the Company’s expense.

6.3 The Committee shall be provided with sufficient resources by the Company to perform its duties.

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1. Duties

The duties of the Committee shall be determined as the Board delegates and shall include those set out in the relevant code provisions of the Corporate Governance Code as contained in Appendix C1 of the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (as amended from time to time) (the “GEM Listing Rules”), which shall include:

7.1 To review the structure, size and composition (including the skills, knowledge, experience and length of service) of the Board with the Company’s Board Diversity Policy at least annually, to assist the Board in maintaining a Board skill matrix and to make recommendations on any proposed changes to the Board to complement the Company’s corporate strategy;

7.2 To identify individuals suitably qualified to become Board members and select or make recommendations to the Board on the selection of, individuals nominated for directorships;

7.3 To assess the independence of INEDs having regard to the criteria under the GEM Listing Rules, and to review the INEDs’ annual confirmations on their independence; and to make disclosure of its review results in the corporate governance report contained in the Company’s annual report;

7.4 To identify and nominate candidates to fill casual vacancies of Directors and senior management of the Company for the Board’s approval;

7.5 To make recommendations to the Board on the appointment or re-appointment of Directors and succession planning for Directors, in particular the chairman / chairlady and the chief executive;

7.6 To consider other topics as defined by the Board from time to time and to conform to any requirement, direction, and regulation that may from time to time be prescribed by the Board or contained in the articles or imposed by law or in accordance with the GEM Listing Rules;

7.7 To review the implementation and effectiveness of the Board Diversity Policy at least annually; review measurable objectives for the implementation of the Board Diversity Policy and monitor progress towards the achievement of such objectives; discuss any revisions to the Board Diversity Policy that may be required, and recommend any such revisions to the Board for consideration and approval; and make the relevant disclosure in the corporate governance report contained in the Company’s annual report;

7.8 To assess each Director’s time commitment and contribution to the Board, as well as the Director’s ability to discharge his or her responsibilities effectively, taking into account professional qualifications and work experience, existing directorships of issuers listed on The Stock Exchange of Hong Kong Limited and other significant external time commitments of such Director and other factors or circumstances relevant to the Director’s character, integrity, independence and experience;

7.9 To support the Company’s regular evaluation of the Board’s performance; and

7.10 To review the nomination policy for Directors and to make disclosure of the summary of the nomination policy in the annual report of the Company annually.

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1. Reporting Responsibilities

8.1 The Committee shall report formally to the Board on its proceedings after each meeting on all matters falling within its duties and responsibilities.

8.2 The Committee shall make recommendations to the Board as it deems appropriate in any area within its scope of responsibilities and where action or improvement is needed.

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