Shenzhen Qixin Group Co., Ltd. Rules of Procedure for the Board of Directors' Strategic Committee
Chapter 1 General Provisions
Article 1 To adapt to strategic development needs, practice sustainable development concepts, enhance the company's core competitiveness, determine the company's development plan, improve investment decision-making procedures, enhance the scientific nature of decision-making, and improve the effectiveness and quality of major investment decisions, thereby promoting the company's high-quality and sustainable development, Shenzhen Qixin Group Co., Ltd. (hereinafter referred to as the "Company") hereby establishes the Board of Directors' Strategic Committee (hereinafter referred to as the "Strategic Committee" or the "Committee"), which serves as a specialized body responsible for the company's long-term development strategy, major investment decisions, and ESG (Environmental, Social, and Governance) matters.
Article 2 To ensure the Strategic Committee operates in a standardized and efficient manner, the Company's Board of Directors, in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), the "Corporate Governance Code for Listed Companies," the "Shenzhen Stock Exchange Stock Listing Rules," and the "Articles of Association of Shenzhen Qixin Group Co., Ltd." (hereinafter referred to as the "Articles of Association"), and other relevant regulations, hereby formulates these Rules.
Chapter 2 Composition
Article 3 The Strategic Committee shall be composed of three directors. The members of the Strategic Committee shall be nominated by the Chairman of the Board, more than one-half of the independent directors, or more than one-third of all directors, and shall be elected by the Board of Directors.
Article 4 The Strategic Committee shall have one convener, who shall be the Chairman of the Company.
Article 5 The term of office of the members of the Strategic Committee shall be the same as the term of office of the directors of the same session of the Board of Directors. Unless there are circumstances stipulated in the "Company Law," the "Articles of Association," or these Rules of Procedure that prohibit a director from holding office, members of the Strategic Committee shall not be removed from office without cause before the expiration of their term. If a member of the Strategic Committee ceases to be a director of the Company during their term, they shall automatically lose their qualification as a member of the Strategic Committee.
Article 6 If the number of members of the Strategic Committee falls below two-thirds of the prescribed number due to resignation, dismissal, or other reasons, the Company's Board of Directors shall promptly appoint new members. The Strategic Committee shall suspend the exercise of its powers as stipulated in these Rules of Procedure until the number of members reaches two-thirds of the prescribed number.
Article 7 The provisions of the "Company Law" and the "Articles of Association" regarding the duties of directors shall apply to the members of the Strategic Committee.
Chapter 3 Responsibilities and Authority
Article 8 The Strategic Committee shall be accountable to the Board of Directors and report its work to the Board. It shall be primarily responsible for researching and proposing recommendations on the company's long-term development strategy, major investment decisions, and sustainable development.