International Engineering Co., Ltd. Chapter I General Provisions Article 1 In order to meet the development needs of Sinoma International Engineering Co., Ltd. (Hereinafter referred to as the "Company") and improve the environmental, social and corporate governance (ESG) performance of the Company, 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 provisions, the Company shall enhance its core competitiveness and sustainable development ability, determine its development plan, improve its investment decision-making procedures, strengthen its scientific decision-making, improve the efficiency and quality of major investment decisions, and improve its corporate governance structure. The Company hereby establishes the Strategy, Investment and ESG Committee of the Board of Directors and formulates the Implementation Rules. Article 2 The Strategy, Investment and ESG Committee of the Board of Directors is a special working body established by the Board of Directors, which is mainly responsible for researching and making recommendations on the Company's development strategies and investment plans, major investment and financing, capital operation and other matters, and guiding and supervising the Company's ESG-related matters. Chapter II Composition Article 3 The Strategy, Investment and ESG Committee shall consist of three to five directors, including at least one independent director. Article 4 The members of the Strategy, Investment and ESG Committee shall be nominated by the Chairman and elected by the Board of Directors. Article 5 The Strategy, Investment and ESG Committee shall have one chairman, who shall be assumed by the Chairman of the Company. Article 6 The term of office of the Strategy, Investment and ESG Committee shall be the same as that of the Board of Directors. A member of the Strategy, Investment and ESG Committee may be re-elected upon the expiration of his/her term of office. Prior to the expiration of the term of office, a member shall not be removed from office without cause unless there are circumstances under which he may not hold office as stipulated in the Company Law, the Articles of Association or these Implementation Rules. If any member ceases to be a director of the Company during the term of office, he/she shall automatically lose his/her qualification as a member, and the number of members of the Committee shall be filled in accordance with the provisions of Articles 3 to 5 above. Article 7 The Strategy, Investment and ESG Committee shall set up a working group to provide guarantee and professional support for the daily operation and compliance performance of the Committee. According to the actual work needs, the working group is composed of the company's senior management, the strategy and investment development department, the enterprise management department, the asset finance department, the safety and environmental protection department and other relevant personnel, responsible for the committee's data collection and research, the formulation of relevant proposals, systems and reports, and other daily work support such as training and research. Chapter 3 Duties and Authorities Article 8 The main duties and authorities of the Strategy, Investment and ESG Committee are as follows: (1) to conduct research and make recommendations on the Company's long-term development strategies and investment plans; (2) to conduct research and make recommendations on major investment and financing plans that are subject to the approval of the Board of Directors as required by the Articles of Association; To conduct research and make recommendations on major capital operations and asset management projects that shall be approved by the board of directors as required by the Articles of Association; (4) To conduct research and make recommendations on other major matters affecting the development of the Company; (5) To assess the Company's corporate governance, environmental and social responsibility management and the risks and opportunities it faces; To formulate and review the vision, objectives and strategies of corporate governance, environmental and social responsibility management of the Company, and regularly report to the Board of Directors on major matters related to ESG work; (7) to inspect the implementation of the above matters; (8) other duties authorized by the Board of Directors. Article 9 The Strategy, Investment and ESG Committee shall be responsible to the Board of Directors, and the Board of Directors shall review the proposals related to strategy, investment and ESG, which shall be reviewed and proposed by the Strategy, Investment and ESG Committee. Chapter IV Decision-making Procedures Article 10 The working group shall be responsible for the preliminary preparation for the decision-making of the Strategy, Investment and ESG Committee, and provide the relevant information of the company, including but not limited to background information, relevant plans, laws and regulations and company regulations, feasibility study reports and relevant agreements, working group review opinions, reports and opinions of relevant intermediaries, etc. Article 11 The Strategy, Investment and ESG Committee shall review the proposals submitted to the Board of Directors in advance according to its work needs and issue professional opinions. Chapter 5 Rules of Procedure Article 12 The Strategy, Investment and ESG Committee shall convene meetings according to actual needs. An interim meeting may be convened upon the proposal of more than two members or when the chairman (convener) deems it necessary. In principle, all members shall be notified of the meeting five days before the meeting is held. In case of emergency and the meeting needs to be held as soon as possible, the notice of the meeting may be given by telephone or other oral means, but the convener shall make an explanation at the meeting. The meeting shall be presided over by the chairman. If the chairman is unable to attend the meeting, he may entrust another member (independent director) to preside over the meeting. In the event that the chairman of the Remuneration and Appraisal Committee neither performs his duties nor designates another member to perform his duties on his behalf, any member of the Remuneration and Appraisal Committee may report the relevant information to the Board of Directors of the Company, and the Board of Directors of the Company shall designate a member of the Remuneration and Appraisal Committee to perform the duties of the convener of the Remuneration and Appraisal Committee. Article 13 Meetings of the Strategy, Investment and ESG Committee shall be held only when more than two-thirds of the members are present; each member shall have one vote; and resolutions made at the meeting shall be adopted by more than half of all members. Members of the Strategy, Investment and ESG Committee shall recuse themselves if they have an interest in the matters to be discussed at the meeting. The meeting of the Strategy, Investment and ESG Committee may be held only if more than half of the unrelated members are present, and the resolutions made at the meeting shall be passed by more than half of the unrelated members. If the number of unrelated members present at the meeting is less than half of the total number of unrelated members of the Strategy, Investment and ESG Committee, the matter shall be submitted to the Board of Directors for consideration. Article 14 The meeting of the Strategy, Investment and ESG Committee shall be voted by a show of hands or by written poll. The meeting shall generally be held in the form of on-site meeting. In case of special circumstances, the meeting may be convened by means of communication with the consent of the chairman under the condition that the members can fully express their opinions. Article 15 The leader and deputy leader of the working group may attend the meetings of the Strategy, Investment and ESG Committee, and may invite directors and other senior management personnel of the Company to attend the meetings when necessary. Article 16 If necessary, the Strategy, Investment and ESG Committee may engage an intermediary agency to provide professional advice for its decision-making at the expense of the Company. Article 17 The convening procedures, voting methods and resolutions passed at the meetings of the Strategy, Investment and ESG Committee shall comply with the relevant laws and regulations, the Articles of Association and these Measures. Article 18 Minutes shall be kept for the meetings of the Strategy, Investment and ESG Committee, which shall be signed by the members attending the meeting. The minutes shall be kept by the Secretary of the Board of Directors of the Company. Article 19 The proposals and voting results passed at the meeting of the Strategy, Investment and ESG Committee shall be reported to the Board of Directors of the Company in writing. Article 20 All members attending the meeting shall have the obligation to keep the matters discussed at the meeting confidential and shall not disclose the relevant information without authorization. Chapter VI Supplementary Provisions Article 21 These Implementation Rules shall come into force as of the date of adoption of the resolution of the Board of Directors. Article 22 Any matters not covered in these Implementation Rules shall be implemented in accordance with the relevant laws and regulations of the State and the Articles of Association. In the event of any conflict between these Implementation Rules and the laws and regulations promulgated by the State in the future or the Articles of Association amended through legal procedures, the relevant laws and regulations of the State and the Articles of Association shall prevail, and these Implementation Rules shall be amended immediately and submitted to the Board of Directors for consideration and approval. Article 23 The Board of Directors of the Company reserves the right to interpret these Rules.
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