Chapter 1 General Principles
Article 1
To adapt to the strategic development needs of Hengdian Group DMC Co., Ltd. (hereinafter referred to as "the Company"), improve the strategic planning and investment decision-making processes, enhance the Company's environmental, social, and governance (ESG) performance, and strengthen the Company's core competitiveness and sustainable development capabilities, the Company establishes the Strategy and ESG Committee under the Board of Directors and formulates these work rules in accordance with the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law"), the Guidelines for the Governance of Listed Companies, the Administrative Measures for Independent Directors of Listed Companies, the Listing Rules of the Shenzhen Stock Exchange, and other relevant laws, administrative regulations, departmental rules, normative documents, and the Articles of Association of Hengdian Group DMC Co., Ltd. (hereinafter referred to as "the Articles of Association").
Article 2
The Strategy and ESG Committee is a specialized working body under the Board of Directors, primarily responsible for researching and providing recommendations on the Company's long-term development strategy, major investment and financing decisions, sustainable development, and ESG work.
Chapter 2 Composition
Article 3
The Strategy and ESG Committee consists of five directors, including at least one independent director.
Article 4
Members of the Strategy and ESG Committee are nominated by the Chairman of the Board, more than half of the independent directors, or more than one-third of all directors, and are elected by the Board of Directors.
Article 5
The Strategy and ESG Committee has one convener, who is the Chairman of the Company, responsible for presiding over the committee's work.
Article 6
The term of the members of the Strategy and ESG Committee is consistent with that of the current Board of Directors. Upon expiration of their term, members may be re-elected. If a member no longer holds the position of director, they automatically lose their membership, and the committee will supplement the number of members according to Articles 3 to 5 of these rules.
Article 7
The Strategy and ESG Committee may establish a working group, led by the Chairman, with senior management serving as deputy leaders. The working group members can be temporarily formed based on actual needs and do not need to be members of the Strategy and ESG Committee. The specific work of the working group is led by the Board Secretary's office, mainly responsible for preparing for committee decisions, daily work communication, organizing meetings, and executing related resolutions.
Chapter 3 Responsibilities and Authority
Article 8
The main responsibilities and authority of the Strategy and ESG Committee are as follows:
- Research and provide recommendations on the Company's long-term development strategy planning;
- Research and provide recommendations on major investment and financing plans that require Board approval as stipulated in the Articles