Chapter 1 General Principles
Article 1
To meet the strategic development needs of Chongqing International Composite Materials Co., Ltd. (hereinafter referred to as "the Company"), improve investment decision-making procedures, enhance decision-making scientificity, increase the efficiency and quality of major investment decisions, and improve the corporate governance structure, as well as elevate the level of environmental, social, and corporate governance (i.e., "ESG"), the Company establishes the Board of Directors' Strategic Committee (hereinafter referred to as "the Strategic Committee") and formulates these work rules in accordance with the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law"), the Securities Law of the People's Republic of China, the Guidelines for the Governance of Listed Companies, the Management Measures for Independent Directors of Listed Companies, and the Self-Regulatory Guidelines No. 2 for Listed Companies on the Shenzhen Stock Exchange—Normative Operations of Growth Enterprise Market Listed Companies, as well as relevant laws, regulations, the Articles of Association of Chongqing International Composite Materials Co., Ltd. (hereinafter referred to as "the Articles of Association"), the Rules of Procedure for Board Meetings of Chongqing International Composite Materials Co., Ltd., and the Independent Director System of Chongqing International Composite Materials Co., Ltd.
Article 2
The Strategic Committee is a specialized working body under the Board of Directors, primarily responsible for researching and proposing suggestions on the Company's long-term development strategy, major investment decisions, and ESG governance.
Chapter 2 Composition
Article 3
The Strategic Committee consists of five directors.
Article 4
Committee members are nominated by the Chairman, more than half of the independent directors, or more than one-third of the directors, and elected by a majority of the Board of Directors.
Article 5
The Strategic Committee has one chairperson (convener), elected by the Board of Directors from among the committee members. The chairperson is responsible for convening and presiding over meetings of the Strategic Committee. If the chairperson is unable to perform their duties, they may designate another member to act on their behalf; if the chairperson neither performs their duties nor designates another member, any committee member may report the situation to the Board of Directors, which will designate a member to fulfill the chairperson's responsibilities.