Chapter One General Principles
Article 1
To meet the strategic development needs of the company, enhance core competitiveness, determine development plans, improve investment decision-making processes, strengthen decision-making science, increase the effectiveness and quality of major investment decisions, improve corporate governance structure, and enhance the company's environmental, social, and governance (ESG) capabilities and sustainable development performance, these implementation rules are formulated in accordance with the "Company Law of the People's Republic of China," "Code of Corporate Governance for Listed Companies," "Shenzhen Stock Exchange Listing Rules," "Securities Listing Rules of The Stock Exchange of Hong Kong Limited" (hereinafter referred to as "Hong Kong Listing Rules"), and the company's articles of association.
Article 2
The Strategic Committee of the Board of Directors is a specialized working body established by the Board according to the resolutions of the shareholders' meeting, primarily responsible for researching and proposing suggestions on the company's long-term development strategy, major investment decisions, and ESG affairs.
Chapter Two Composition
Article 3
The Strategic Committee shall consist of three to five members, including at least one independent director.
Article 4
Committee members shall be nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the Board of Directors.
Article 5
The Strategic Committee shall have a chairperson, who will be the chairman of the Board, responsible for presiding over the committee's work.
Article 6
The term of the Strategic Committee shall be consistent with that of the Board of Directors. Upon the expiration of a member's term, they may be re-elected. If a member ceases to be a director, they automatically lose their committee membership, and the committee shall supplement the number of members according to the above provisions.