Chapter 1 General Principles
Article 1
Shenzhen Boke New Materials Co., Ltd. (hereinafter referred to as "the Company") establishes the Strategy and ESG Committee to adapt to strategic needs, enhance core competitiveness, determine development plans, improve investment decision-making processes, and strengthen decision-making quality and effectiveness.
Article 2
To ensure the standardized and efficient operation of the Strategy and ESG Committee, the Company’s Board of Directors formulates these rules in accordance with the Company Law of the People's Republic of China, the Guidelines for the Governance of Listed Companies, the Shenzhen Stock Exchange GEM Listing Rules, the Hong Kong Stock Exchange Listing Rules, and the Company’s Articles of Association, among other relevant laws and regulations.
Article 3
Resolutions made by the Strategy and ESG Committee must comply with the Company’s Articles of Association, these rules, and other relevant laws and regulations.
Chapter 2 Composition
Article 4
The Strategy and ESG Committee consists of three directors and may have the chairman of the Company serve as the convener. Committee members are elected by the Board of Directors.
Article 5
Committee members are nominated by the chairman, more than half of the independent directors, or more than one-third of all directors, and elected by the Board of Directors. The committee has one convener, who may be the chairman of the Company. The convener is responsible for convening and presiding over committee meetings. If the convener is unable to perform their duties, they may designate another member to act on their behalf. If the convener fails to perform their duties and does not designate another member, any committee member may report the situation to the Board of Directors, which will designate a member to fulfill the convener's responsibilities.
Article 6
The term of the Strategy and ESG Committee members is consistent with that of the current Board of Directors and may be re-elected. Members cannot be dismissed without cause unless circumstances arise as specified in the Company Law, the Articles of Association, the Independent Director Work System, or these rules. If a committee member ceases to be a director or loses their independence as defined by the Hong Kong Listing Rules, they automatically lose their committee membership.
Article 7
If the number of committee members falls below two-thirds of the required number due to resignation, dismissal, or other reasons, the Board of Directors shall promptly supplement the committee. The committee shall suspend its powers until the number of members reaches the required two-thirds.
Article 8
The provisions regarding directors' duties in the Company Law and the Articles of Association apply to members of the Strategy and ESG Committee.