Fibocom Wireless Inc. — Governance Information 2025

Jun 30, 2025

1905

延長石油國際有限公司

YANCHANG PETROLEUM INTERNATIONAL LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 00346)

Nomination Committee – Terms of Reference

1. Constitution

The nomination committee (the “Nomination Committee”) is a committee of the board of directors of the Company (the “Board”).

2. Membership

A majority of the Nomination Committee members should be independent non-executive directors (“INED(s)”). The members of the Nomination Committee shall be appointed by the Board from amongst the Company’s directors (the “Director(s)”), with at least one member of a different gender.

The Nomination Committee shall be chaired by the chairman of the Board or an INED.

3. Secretary of Nomination Committee

The company secretary shall be the secretary of the Nomination Committee. In the absence of the secretary of the Nomination Committee, the members present at the meeting of the nomination Committee shall elect another person as the secretary.

4. Quorum

A quorum of the Nomination Committee meeting shall be two members.

A duly convened meeting of the Nomination Committee at which a quorum is present at the time when the meeting proceeds to business and continues to be present until the conclusion of the meeting, shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Nomination Committee.

Other Board members, apart from the members, have the right to attend any Nomination Committee meetings, though they will not be counted in the quorum.

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1. Frequency of meetings

The Nomination Committee members may meet at any time as and when necessary, but not less than once a year.

1. Attendance at meetings

Members of the Nomination Committee may attend meetings of the Nomination Committee either in person or by telephone or other electronic means.

1. Notice of meetings

7.1 A meeting of the Nomination Committee may be convened by any of its members or by the secretary of the Nomination Committee.

7.2 Unless otherwise agreed by all the members of the Nomination Committee, notice of at least 14 days shall be given of a regular meeting of the Nomination Committee, and such notice shall be sent to each member of the Nomination Committee and to any other person invited to attend. For all other meetings of the Nomination Committee, reasonable notice shall be given.

7.3 In respect of regular meetings of the Nomination Committee and so far as practicable in all other cases, an agenda and accompanying supporting papers shall be sent to all members of the Nomination Committee and to other attendees as appropriate at least 3 days before the date of the meeting (or such other period as agreed).

7.4 Any member of the Nomination Committee shall be entitled, by notice to the secretary of the Nomination Committee, to include other matters relevant to the functions of the Nomination Committee in the agenda of a Nomination Committee meeting.

1. Minutes of meetings

8.1 The secretary of the Nomination Committee (or his/her delegate) in attendance at the meetings of the Nomination Committee shall minute in sufficient detail the matters considered and decisions reached at such meetings. The minutes shall also include any concerns raised by any member of the Nomination Committee and/or dissenting views expressed.

8.2 Draft and final versions of minutes of Nomination Committee meetings shall be sent to all Nomination Committee members for their comment and records respectively, in both cases within a reasonable time after the meeting. Once the minutes are signed, the secretary shall circulate the minutes of the Nomination Committee meetings to all members of the Board.

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8.3 Minutes of the Nomination Committee shall be kept by the secretary of the Nomination Committee and shall be available for inspection by any member of the Nomination Committee or the Board at any reasonable time on reasonable notice.

8.4 Resolutions of the Nomination Committee at any meetings shall be passed by a simple majority of votes of the members present.

8.5 A resolution in writing signed by all the members shall be as valid and effectual as if it had been passed at a meeting of the Nomination Committee duly convened and held.

1. Annual general meeting

The chairman of the Nomination Committee or in his absence, another member of the Nomination Committee or failing this, this duly appointed delegate, shall attend the Annual General Meeting of the Company and be prepared to respond to questions at the Annual General Meeting on the Nomination Committee’s activities and their responsibilities.

1. Other regulations governing the meetings and proceedings of the Nomination Committee

Unless otherwise specified above, the provisions contained in the Company’s Bye-laws for regulating meetings and proceedings of Directors shall apply to the meetings and proceedings of the Nomination Committee.

1. Authority

The Nomination Committee is authorised by the Board to seek any necessary information which is within the Nomination Committee’s scope of duties from the employees.

The Nomination Committee is authorised by the Board to obtain outside independent professional advice at the Company’s expense, and to secure the attendance of outsiders with relevant experience and expertise if it considers necessary.

1. Duties

The duties of the Nomination Committee shall include:

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

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(b) to review regularly the policy for the nomination of Directors which includes the nomination procedures and the process and criteria adopted to select and recommend candidates for directorship;

(c) to review annually the implementation and effectiveness of the Board Diversity Policy and the measurable objectives adopted by the Board;

(d) 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;

(e) to review and assess each Director’s time commitment and contribution to the Board, as well as the Director’s ability to discharge his/her responsibilities effectively;

(f) to assess the independence of INEDs;

(g) to make recommendations to the Board relating to the appointment or re-appointment of Directors and succession planning for Directors, in particular the chairman of the Board and the chief executive officer; and

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

1. Publication of the terms of reference of the Nomination Committee

The terms of reference of the Nomination Committee, as amended from time to time, are posted on the websites of the Company and the Stock Exchange.

(Amended and adopted with effect from 30 June 2025)