Huizhou Desay SV Automotive Co., Ltd. Implementation Rules for the Special Committees of the Board of Directors (Applicable After H Share Offering and Listing)
Chapter 1 General Provisions
Article 1 To enhance the corporate governance level of Huizhou Desay SV Automotive Co., Ltd. (hereinafter referred to as the "Company"), ensure the scientific, accurate, and efficient decision-making of the Board of Directors, and in accordance with national laws, regulations, and regulatory requirements, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the "Hong Kong Listing Rules"), and the Articles of Association of Huizhou Desay SV Automotive Co., Ltd. (hereinafter referred to as the "Articles of Association"), and in combination with the Company's actual situation, these Implementation Rules are formulated.
The Company's Board of Directors shall establish four special committees: Strategy and Sustainable Development, Nomination, Audit, and Remuneration and Assessment. The special committees of the Board of Directors are special working bodies of the Board of Directors. The special committees are responsible to the Board of Directors, and proposals from the special committees shall be submitted to the Board of Directors for deliberation and decision.
Article 2 Each special committee and its members shall diligently perform the provisions of laws, regulations, securities regulatory rules of the place where the Company's shares are listed, the Articles of Association, and these Implementation Rules, treat all shareholders fairly, and pay attention to the interests of other stakeholders.
Chapter 2 Composition of Special Committees
Article 3 All members of the special committees shall be directors of the Company. Among them, independent directors shall account for more than half of the members of the Audit Committee, Nomination Committee, and Remuneration and Assessment Committee. Members of the Audit Committee shall be non-executive directors who do not hold senior management positions in the Company, and at least one independent director shall possess the appropriate professional qualifications or relevant accounting or financial management expertise as stipulated by the securities regulatory rules of the place where the Company's shares are listed (hereinafter referred to as "Accounting Professional"). The Nomination Committee shall have at least one director of a different gender. The Audit Committee shall establish an internal audit department as its daily operational body, responsible for daily liaison and meeting organization.
The members of each special committee shall be nominated by the Chairman of the Board, or by more than half of the independent directors, or by more than one-third of the directors, and elected by a majority vote of the Board of Directors.
If the resignation of an independent director causes the proportion of independent directors in a special committee of the Board of Directors to fail to meet the requirements of the Company's "Independent Director Work System" or the "Articles of Association," or if there is a lack of an accounting professional among the independent directors, the resigning independent director shall continue to perform their duties until a new independent director is appointed. The Company shall complete the supplementary election within sixty days from the date the independent director submits their resignation.
Article 4 Each special committee shall have one convener. The Strategy and Sustainable Development Committee shall be convened by the Chairman of the Board. The Nomination, Audit, and Remuneration and Assessment Committees shall be convened by independent directors and elected by more than half of the members of the respective committee. Among them, the Audit Committee shall be convened by an accounting professional who is an independent director.
Article 5 The term of office of the members of each special committee shall be the same as the term of office of the directors. Members may be re-elected upon the expiration of their term. If a member ceases to be a director of the Company during their term, they shall automatically lose their qualification as a committee member, and the Board of Directors shall fill the vacancy in accordance with these Implementation Rules.