Board of Directors' Strategy and ESG Committee Rules of Procedure
Chapter 1 General Provisions
Article 1 To adapt to the needs of Blue Sail Medical Co., Ltd. (hereinafter referred to as the "Company") for strategy and sustainable development, enhance the Company's core competitiveness, determine the Company's development plan, improve investment decision-making procedures, enhance the Company's environmental, social, and governance (ESG) management level, strengthen decision-making scientificity, improve the effectiveness and quality of major investment decisions, and improve the corporate governance structure, in accordance with the "Company Law of the People's Republic of China," the "Corporate Governance Guidelines for Listed Companies," the "Articles of Association of Blue Sail Medical Co., Ltd." (hereinafter referred to as the "Articles of Association"), and other relevant regulations, the Company hereby establishes the Board of Directors' Strategy and ESG Committee (hereinafter referred to as the "Strategy and ESG Committee" or the "Committee"), and formulates these Rules of Procedure.
Article 2 The Strategy and ESG Committee is a specialized working body under the Board of Directors, primarily responsible for researching and proposing recommendations on the Company's long-term development strategy and major investment decisions, responsible for the strategic development and management of ESG-related matters of the Company, and guiding and supervising the effective implementation of the Company's ESG work.
Chapter 2 Membership
Article 3 The Strategy and ESG Committee shall be composed of 3 directors, nominated by the Chairman, more than one-half of the independent directors, or one-third of all directors, and elected by the Board of Directors.
Article 4 The Strategy and ESG Committee shall have one Chairman (Convener) who shall be responsible for convening and presiding over the Committee's work; the Chairman shall be the Chairman of the Company.
Article 5 The term of office of the Strategy and ESG Committee shall be the same as the term of office of the Board of Directors. Members may be re-elected upon the expiration of their term. However, the continuous term of office for independent directors shall not exceed six years. If a member ceases to hold the position of director of the Company during their term, they shall automatically lose their committee membership. The Board of Directors shall supplement the number of committee members in accordance with the provisions of Articles 3 to 4 above.
Article 6 The Company's Securities Management Department shall serve as the daily operational body of the Strategy and ESG Committee. The Strategy and ESG Committee may also, as needed, temporarily designate relevant departments or personnel of the Company to provide work support.