Rules of Procedure for the Strategic and Development Committee of Meisheng Cultural Creative Co., Ltd. (April 2024)

Chapter 1 General Principles

Article 1

To adapt to the strategic development needs of Meisheng Cultural Creative Co., Ltd. (hereinafter referred to as "the Company"), enhance the Company's core competitiveness, determine the Company's development plan, improve investment decision-making procedures, increase the effectiveness and quality of major investment decisions, and perfect the Company's corporate governance structure, the Company establishes the Strategic and Development Committee and formulates these rules in accordance with the Company Law of the People's Republic of China, the Code of Corporate Governance for Listed Companies, the Articles of Association, and other relevant regulations.

Article 2

The Strategic and Development Committee is a specialized working body established by the Board of Directors, primarily responsible for researching and reviewing the Company's operational objectives and long-term development strategies, business and institutional development plans, major investment financing proposals, and other significant matters affecting the Company's development. Under the authorization of the Board of Directors, it supervises and inspects the execution of annual operational plans and investment proposals, and makes recommendations to the Board of Directors.

Chapter 2 Composition and Personnel

Article 3

The Strategic and Development Committee shall consist of no less than three directors. Committee members are 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 4

The Strategic and Development Committee shall have one chairperson responsible for presiding over the committee's work. The chairperson is nominated by the chairman and elected from among the committee members, with the appointment reported to the Board of Directors. The main responsibilities and powers of the chairperson include:

1. Presiding over committee meetings and issuing meeting resolutions;
2. Proposing the convening of temporary meetings;
3. Leading the committee to ensure effective operation and fulfillment of responsibilities;
4. Ensuring clear conclusions on each agenda item discussed by the committee, including approval, rejection, or further discussion;
5. Determining the agenda for each committee meeting;
6. Ensuring all committee members are informed about the matters discussed and receive complete and reliable information;
7. Other powers stipulated in these rules.

Article 5

The term of committee members shall be consistent with their term as directors. If a member ceases to be a director, they will also cease to be a committee member. The Board of Directors shall supplement the number of committee members according to Articles 3 and 4, with the term of new members ending concurrently with that of the other committee members.

Article 6

The main responsibilities and powers of committee members include:

1. Attending committee meetings on time, expressing opinions on discussion items, and exercising voting rights;
2. Proposing agenda items for committee meetings;
3. Attending or observing relevant Company meetings and conducting research to obtain necessary reports, documents, and information;
4. Fully understanding the committee's responsibilities and their own duties as committee members, familiarizing themselves with the Company's operational management status, business activities, and development conditions to ensure they fulfill their responsibilities;
5. Ensuring sufficient time and energy to perform their duties;
6. Other powers stipulated in these rules.