Midea Group Co., Ltd. — Governance Information 2025

Apr 29, 2025

Midea Group Co., Ltd.

Terms of Reference for the Nomination Committee of the Board of Directors

April 2025

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CONTENT

Chapter 1 General Provisions. ... 1
Chapter 2 Composition ... 1
Chapter 3 Duties and Authorities. ... 2
Chapter 4 Decision-making Procedures ... 4
Chapter 5 Rules of Procedure ... 4
Chapter 6 Supplementary Provisions. ... 6

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Midea Group Co., Ltd.

Terms of Reference for the Nomination Committee of the Board of Directors

Chapter 1 General Provisions

Article 1 In order to standardize the election of directors and senior management of Midea Group Co., Ltd. (the “Company”), optimize the composition of the Board of Directors, and improve the corporate governance structure, the Company has established the Nomination Committee of the Board of Directors and formulated these Terms of Reference in accordance with the Company Law of the People’s Republic of China, the Code of Corporate Governance for Listed Companies, the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and other relevant laws, regulations, provisions and rules, and the Articles of Association of Midea Group Co., Ltd. (the “Articles of Association”) and other relevant provisions.

Article 2 The Nomination Committee of the Board of Directors is a specific working body established by the Board of Directors, which is mainly responsible for selecting the candidates for directors and senior management of the Company, determining selection criteria and procedures and making recommendations.

Chapter 2 Composition

Article 3 The Nomination Committee shall consist of at least three directors, with the majority of the members being independent non-executive directors. The Nomination Committee should appoint at least one director of a different gender.

Article 4 Members of the Nomination Committee shall be nominated by the Chairman of the Board of Directors, more than one-half of independent non-executive directors or one-third of all directors, and shall be elected by the Board of Directors.

Article 5 The Nomination Committee shall have one chairperson (the convener), who is an independent non-executive director, to preside over the work of the Committee; the chairperson shall be elected among the Nomination Committee members and subject to the approval of the Board of Directors.

Article 6 The Nomination Committee shall have the same term of office as that of the Board of Directors. After the term expires, members of the Nomination Committee can be re-elected. If any member ceases to be a director of the Company during the term of office, he/she automatically loses his/her membership of the Committee and the Committee shall fill the vacancy in accordance with the provisions of Articles 3 to 5 above.

Article 7 The office of secretary of the Board of Directors of the Company shall be the daily working organization of the Nomination Committee, which is responsible for preparing meetings and relevant materials.

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Chapter 3 Duties and Authorities

Article 8 The main duties and authorities of the Nomination Committee are as follows:

(1) to formulate the standards, procedures and methods for election of directors and senior management of the Company and submit the same to the Board of Directors for consideration; to review the structure, size and composition (including the skills, knowledge and experience) of the Board of Directors at least annually; to assist the Board of Directors in formulating a board skills matrix and make recommendations on any proposed changes to the Board of Directors to complement the Company’s corporate strategy. In addition, the Committee shall formulate policies in respect of the diversity of the members of the Board of Directors (the diversity of the members of the Board can be realized through taking into account a variety of factors, including but not limited to the gender, age, culture and education background or professional experience. The policies relating to the diversity of the Board of Directors of the Company shall be disclosed in the Corporate Governance Report);

(2) to review the candidates for directors and the chief executive officer and make recommendations; to make recommendations to the Board of Directors on the appointment or re-appointment of directors and succession planning for directors (in particular, the chairman of the Board of Directors and the chief executive officer);

(3) to identify individuals suitably qualified to serve as directors, and screen the candidates for other senior management members nominated by the chief executive officer, select and nominate relevant individuals for directors or other senior management members or provide advice to the Board of Directors in this regard;

(4) to review the Company’s plans on developing a team of talents;

(5) to look for suitable candidates for vacant positions from domestic and overseas talent markets and within the Company, and make recommendations to the Board of Directors;

(6) to evaluate the overall skills, knowledge and experience of directors and senior management and assess the independence of the independent non-executive directors;

(7) to support the Company’s regular assessments on the performance of the Board of Directors (at least once every two years);

(8) other duties and powers delegated by the Board of Directors.

Article 9 Main duties of the chairperson of the Committee are:

(1) to convene and preside over meetings of the Committee;

(2) to supervise and inspect the work of the Committee;

(3) to sign relevant documents of the Committee;

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(4) to report to the Board of Directors on the work of the Committee;
(5) to perform other duties and responsibilities as required or conferred by the laws, administrative regulations, rules of the securities regulatory authority at the place where the shares of the Company are listed, these Rules of Procedure and the Board of Directors.

Article 10 Rights and obligations of the members of the Committee are:
(1) to attend meetings of the Committee as scheduled, express opinions on matters for discussion at the meetings, and exercise voting rights;
(2) to suggest topics for discussion at the meetings of the Committee;
(3) to attend or sit-in the relevant meetings of the Company as audience and conduct investigation and research and obtain the required relevant information, such as reports, documents and materials, for the purpose of performing duties;
(4) to fully understand the duties and responsibilities of the Committee and his/her own duties as a member of the Committee, familiarize with the operation and management conditions, business activities and development status of the Company relating to his/her duties, ensure his/her capabilities in performing their duties;
(5) to provide full assurance for the working time and efforts required to perform their duties and responsibilities;
(6) to perform other duties and responsibilities as required or conferred by the laws, administrative regulations, rules of the securities regulatory authority at the place where the shares of the Company are listed, these Rules of Procedure and the Board of Directors.

Article 11 The Nomination Committee is responsible to the Board of Directors, and the proposals raised by the Committee shall be submitted to the Board of Directors for consideration and decision.

Article 12 The Nomination Committee shall be responsible for formulating the selection criteria and procedures regarding directors and senior management members, selecting and reviewing the candidates for directors and senior management members and their qualifications, as well as making recommendations to the Board of Directors on the following matters:
(1) nomination or appointment and dismissal of directors;
(2) appointment or dismissal of senior management members;
(3) other matters as required by laws, administrative regulations, rules of the securities regulatory authority at the place where the shares of the Company are listed, these Rules of Procedure and the Articles of Association.

The Board of Directors shall record and disclose in its resolutions the opinion of the Nomination Committee and the specific reasons for not adopting or fully adopting the recommendations of the Nomination Committee.

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Chapter 4 Decision-making Procedures

Article 13 The Nomination Committee shall study the election criteria, selection procedure and term of office of the directors or managers of the Company pursuant to the relevant laws and regulations and the Articles of Association, taking into account the actual situations of the Company. After the resolution is made, it shall be reported to the Board of Directors for consideration and approval and implementation, and shall be implemented accordingly.

Article 14 Procedures for the selection and appointment of directors and senior management:

(1) the Nomination Committee shall actively communicate with relevant departments of the Company to study the Company’s demand for the new directors and senior management and form written materials;

(2) the Nomination Committee may conduct an extensive search within the Company and controlling (shareholding) enterprises, as well as in the talent market, for candidates for directors and senior management;

(3) to collect occupation, education, job title, detailed work experience, all part-time jobs and other information of the proposed candidates, and form written materials;

(4) without the consent of the nominee, the nominee shall not be selected as a director or senior management;

(5) to convene meetings of the Nomination Committee and conduct qualification examination of the candidates according to the office conditions of the directors and senior management;

(6) the recommendations and relevant materials for candidates for directors and the appointment of new senior management shall be made and provided to the Board of Directors;

(7) other follow-up works that are based on the decisions and feedback of the Board of Directors.

Chapter 5 Rules of Procedure

Article 15 Meetings of the Committee are divided into regular meetings and ad hoc meetings. The regular meetings are held at least once a year.

Article 16 All members shall be notified two working days prior to the meetings of the Nomination Committee. However, ad hoc meetings convened under special or urgent circumstances may be exempted from the above notice period. The meeting shall be presided over by the chairperson or, if the chairperson is unable to attend, he may appoint another member (independent non-executive director) to chair the meeting.

Article 17 Meetings of the Nomination Committee shall only be held when more than two-thirds of the members are present. Each member shall have one vote, and resolutions approved at the meeting shall be approved by more than half of all members.

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Article 18 The voting at the meetings of the Nomination Committee shall be undertaken by show of hands or voting. At ad hoc meetings, the voting will be conducted by way of communication means, and subsequently confirmed by signatures.

Article 19 The Nomination Committee may invite other directors and senior managers of the Company to attend the meeting as audience if necessary.

Article 20 The Nomination Committee may engage intermediaries to provide professional advice on its decision-making at the Company's expense, if necessary.

Article 21 The procedures for convening meetings of the Nomination Committee, the way of voting and resolutions approved at the meeting must comply with the provisions of the relevant laws, regulations, the securities regulatory rules of the place where the Company's stocks are listed, the Articles of Association and these Terms of Reference.

Article 22 Minutes shall be recorded for the meetings of the Nomination Committee and shall be signed by the attending members. Meeting minutes should record in detail the matters considered and resolutions, including concerns or dissents raised by directors. Complete minutes of the Nomination Committee meetings should be kept by the duly appointed committee secretary (usually the secretary of the Company). The first draft (for members to express opinions) and the final version (for record) of the meeting minutes should be sent to all members of the Committee within a reasonable period of time after the meeting. Directors of the Company may inspect minutes of meetings at reasonable times on reasonable notice.

Article 23 Resolutions passed and the voting results of the Nomination Committee meetings shall be submitted in writing to the Board of Directors.

Article 24 Members who are present at the meeting and persons attending the meeting as audience shall keep confidential the matters discussed at the meeting, and shall not disclose relevant information without authorization from the Board of Directors or its chairman; otherwise, the relevant personnel shall bear all legal liabilities arising therefrom.

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Chapter 6 Supplementary Provisions

Article 25 These Terms of Reference shall be formulated and revised by the Board of Directors, and shall come into force subject to the approval of the Board of Directors by resolutions.

Article 26 Matters not covered in these Terms of Reference shall be implemented in accordance with the provisions of the relevant laws and regulations of the PRC, the securities regulatory rules of the place where the Company’s stocks are listed and the Articles of Association. In case of any conflict between these Terms of Reference and any future laws and regulations of the PRC, the securities regulatory rules of the place where the Company’s stocks are listed or the Articles of Association as amended by legal procedures, the relevant laws and regulations of the PRC, the securities regulatory rules of the place where the Company’s stocks are listed and the Articles of Association shall prevail, and these Terms of Reference shall be amended immediately and submitted to the Board of Directors for consideration and approval.

Article 27 The right of interpretation of these Terms of Reference belongs to the Board of Directors of the Company.

Board of Directors of Midea Group Co., Ltd.
29 April 2025

Note: In case of any inconsistency between the English and Chinese version of these terms of reference, the Chinese version shall prevail.