Chapter 1 General Principles
Article 1
To enhance the governance level of Shenzhen Boke New Materials Co., Ltd. (hereinafter referred to as "the Company"), and to ensure the scientific, accurate, and efficient decision-making of the Board of Directors, these rules are formulated in accordance with relevant national laws, regulations, and regulatory rules, as well as the provisions of the Articles of Association of Shenzhen Boke New Materials Co., Ltd. (hereinafter referred to as "the Articles of Association"), combined with the actual situation of the Company.
Article 2
The Board of Directors of the Company establishes the following four special committees (hereinafter referred to as "the Committees"):
- Strategy and ESG Committee;
- Audit Committee;
- Nomination Committee;
- Compensation and Assessment Committee. Each committee is accountable to the Board of Directors and exercises its powers according to the Articles of Association, these rules, and the authority granted by the Board.
Article 3
The committees and their members shall earnestly fulfill the provisions of laws, regulations, the Articles of Association, and these rules, treat all shareholders fairly, and pay attention to the interests of other stakeholders.
Chapter 2 Composition of the Committees
Article 4
All members of each committee shall be composed of directors, and members of special committees should possess professional knowledge and work experience appropriate to the responsibilities of the special committees, including at least one accounting professional. Among them, independent directors should constitute more than half of the Audit Committee, Nomination Committee, and Compensation and Assessment Committee.
Article 5
The Strategy and ESG Committee may be convened by the Chairman of the Company, while the Nomination, Audit, and Compensation and Assessment Committees should be convened by independent directors elected by the Board; members of the Audit Committee must be directors who do not hold senior management positions in the Company, with an independent director who is an accounting professional serving as the convener.
Article 6
The term of each committee member shall be consistent with that of the directors. Upon the expiration of a member's term, they may be re-elected. If a member ceases to be a director, they automatically lose their committee membership, and the Board shall supplement the number of committee members according to these rules.
Chapter 3 Responsibilities of the Committees
Article 7
The main responsibilities of the Strategy and ESG Committee are as follows:
- Research and propose suggestions on the Company's long-term development plans, development policies, and operational goals;
- Research and propose suggestions on the Company's operational strategies, including but not limited to product strategy, market strategy, marketing strategy, R&D strategy, and talent strategy;
- Research and propose suggestions on major investment, financing plans, asset operations, and asset management projects;
- Research and propose suggestions on other significant matters affecting the Company's development;
- Monitor the implementation of the above matters;
- Coordinate environmental, social, and governance (ESG) affairs, formulate ESG policy frameworks and goals, and supervise their implementation;
- Review ESG reports and key performance indicators to ensure compliance with regulatory requirements and international standards;
- Promote sustainable development practices, coordinate stakeholder communication, and enhance corporate social responsibility image;
- Identify ESG-related risks and opportunities, integrate sustainable development concepts into the Company's operations, and promote long-term value creation;
- Regularly report to the Board on strategic progress and ESG performance to ensure alignment between the Company's strategy and ESG goals;
- Other responsibilities authorized by the Board.