Sinofert Holdings Limited has adopted an updated Terms of Reference for its Corporate Governance Committee, originally established on 22 March 2012 and revised by Board resolution on 25 August 2026. The document formalises the Committee’s structure, meeting protocols and a significantly broadened mandate focused on governance, environmental, social and governance (ESG) supervision, and legal-compliance risk management.

The Committee will continue to be appointed by the Board and include directors alongside key compliance and governance executives. A director will serve as chairman, while the company secretary acts as secretary, with flexibility to appoint qualified alternates. Meetings must be held at least once annually, with a minimum quorum of two members, including one director.

Key responsibilities now encompass: • Continuous formulation and review of Sinofert’s corporate governance principles, insider-information management, and shareholder-communication policies, together with implementation oversight. • Regular review of governance practices to ensure alignment with Hong Kong Stock Exchange Listing Rules and the Corporate Governance Code, plus preparation of the company’s annual corporate governance report. • Development and supervision of codes of conduct and ongoing training programmes for directors and senior management.

ESG governance has been integrated into the Committee’s core duties. The body will: • Oversee the Group’s ESG strategy and materiality assessments. • Evaluate the impact of material ESG issues on the business model, monitor associated risks, and track progress against ESG performance targets. • Receive regular updates from the subordinate ESG Management Committee and ensure compliance with all regulatory disclosure and internal control requirements.

On the compliance front, the Committee is tasked with coordinating and monitoring the identification and mitigation of legal and compliance risks, reviewing major litigation and regulatory matters, and recommending improvements to the Group’s compliance systems and resource allocation.

The Committee is authorised to obtain sufficient resources—including external professional advice—to fulfil its duties and will report its findings and recommendations to the Board after each meeting, reinforcing Sinofert’s commitment to robust governance and sustainable business practices.