Chapter 1 General Principles
Article 1
To adapt to the strategic development needs of Zhejiang Jingxin Pharmaceutical Co., Ltd. (hereinafter referred to as "the Company"), enhance core competitiveness, determine development planning, improve investment decision-making procedures, strengthen decision-making science, and enhance the effectiveness and quality of major investment decisions, the Company’s Board of Directors establishes the Strategy and ESG Committee and formulates these rules in accordance with the Company Law of the People's Republic of China, the Guidelines for Corporate Governance of Listed Companies, the Securities Listing Rules of The Stock Exchange of Hong Kong Limited (hereinafter referred to as "the Listing Rules"), relevant regulatory rules of the securities regulatory authority and stock exchange where the Company's shares are listed (hereinafter referred to as "the Securities Regulatory Rules"), the Articles of Association, and other relevant provisions.
Article 2
The Strategy and ESG Committee is a specialized working body established by the Board of Directors, primarily responsible for researching and proposing suggestions on the Company's long-term development strategy, major investment decisions, and sustainable development and ESG policies. The ESG responsibilities referred to in these rules involve the systematic integration of environmental (Environmental), social (Social), and governance (Governance) factors into the Company's strategic decisions and operational activities, identifying and managing ESG-related impacts, risks, and opportunities to achieve sustainable value creation.
Chapter 2 Composition
Article 3
The Strategy and ESG Committee consists of five directors, including three independent directors.
Article 4
Committee members are nominated by the Chairman, or by more than half of the independent directors, or by one-third of all directors, and elected by the Board of Directors.
Article 5
The Committee has one Chairperson, who is the Chairman of the Company. The Chairperson is responsible for convening and presiding over meetings of the Strategy and ESG Committee. If the Chairperson is unable to perform their duties, they shall designate another member to act on their behalf; if the Chairperson neither performs their duties nor designates another member, the Board of Directors shall appoint a member to fulfill the role of convenor of the Strategy and ESG Committee.
Article 6
The term of the Strategy and ESG Committee members is consistent with that of the directors. Upon expiration of their term, members may be re-elected. Before the term of a member expires, they may not be removed without cause unless circumstances arise as stipulated in the Company Law, the Listing Rules, the Securities Regulatory Rules, the Articles of Association, or these rules. If a member ceases to be a director, they automatically lose their membership, and the Board of Directors shall supplement the number of members according to Articles 3 to 5 above.
Article 7
If the number of members of the Strategy and ESG Committee falls below two-thirds of the prescribed number due to resignation, dismissal, or other reasons, the Board of Directors shall promptly supplement new members. The Strategy and ESG Committee shall suspend the exercise of its powers as stipulated in these rules until the number of members reaches two-thirds of the prescribed number.