Guangzhou Yuexiu Financial Holdings Group Co.Ltd(000987)
Working rules of the strategy and ESG Committee of the board of directors
Chapter I General Provisions
Article 1 in order to meet the needs of Guangzhou Yuexiu Financial Holdings Group Co.Ltd(000987) (hereinafter referred to as “the company”) strategy and sustainable development, enhance the company’s core competitiveness, determine the company’s development plan, improve the investment decision-making procedures, strengthen the scientificity of decision-making, improve the quality of major investment decisions, improve the company’s governance structure, standardize the company’s environmental, social and corporate governance (ESG) work, and continuously improve the company’s ESG performance, In accordance with the company law of the people’s Republic of China, the standards for the governance of listed companies, the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association and other relevant provisions, the company hereby establishes the strategy and ESG Committee of the board of directors and formulates these working rules.
Article 2 the strategy and ESG Committee of the board of directors is a special working organization under the board of directors, which is mainly responsible for studying and making suggestions on the company’s long-term development strategy, major investment decisions, sustainable development and ESG work.
Article 3 the office of the board of directors provides comprehensive services for the strategy and ESG Committee, and is responsible for the collection of work data, daily work liaison and meeting organization of the strategy and ESG Committee.
Chapter II personnel composition
Article 4 the members of the strategy and ESG Committee shall be composed of no less than three directors, including at least one independent director.
Article 5 the members of the strategy and ESG Committee shall be nominated by the chairman, more than half of the independent directors or one-third of all directors, and elected by the board of directors. Article 6 the strategy and ESG Committee shall have a chairman (convener), who shall be the chairman of the company and be responsible for presiding over the work of the Committee.
Article 7 The term of office of the strategy and ESG committee is the same as that of the board of directors. Upon expiration of the term of office, the members can be re elected. If any member ceases to hold the position of director of the company during the period, he will automatically lose the qualification of member, and the committee will make up the number of members according to the provisions of articles 4 to 6 above.
Before the members elected by election take office, the original members shall still perform their corresponding duties in accordance with the provisions of these rules.
Chapter III responsibilities and authorities
Article 8 main responsibilities and authorities of the strategy and ESG Committee:
(I) study the company’s long-term development strategic planning and put forward suggestions;
(II) study and put forward suggestions on major investment and financing schemes that must be approved by the board of directors according to the articles of Association;
(III) study and put forward suggestions on major capital operation and asset management projects that must be approved by the board of directors according to the articles of Association;
(IV) study the company’s ESG strategic objectives and put forward suggestions;
(V) review the social responsibility report disclosed by the company and report to the board of directors;
(VII) study and put forward suggestions on other major issues affecting the company’s development strategy and ESG;
(VIII) check the implementation of the above matters;
(IX) other matters authorized by the board of directors.
Article 9 duties and authorities of the chairman:
(I) convene and preside over the working meeting of the strategy and ESG Committee;
(II) report to the board of directors on behalf of the Committee;
(III) other matters authorized by the board of directors.
Chapter IV convening and discussion of the meeting
Article 10 the strategy and ESG Committee shall hold a meeting at least once a year and notify all members in writing three working days before the meeting. The meeting shall be presided over by the chairman. If the chairman is unable to attend the meeting, he may entrust other members to preside over it.
The meeting of strategy and ESG committee can be in the form of on-site meeting or communication according to the situation.
With the unanimous consent of all members present at the meeting, the aforesaid notice period may be exempted. Article 11 the meeting of the strategy and ESG Committee shall be held only when more than two-thirds of the members are present; Each member has one vote; Resolutions made at the meeting must be adopted by more than half of all members. A member who is unable to attend the meeting in person may authorize another member’s representative to exercise voting rights. The power of attorney must specify the scope and duration of authorization. Each member shall be entrusted by at most one member.
Article 12 directors, supervisors, senior managers and relevant personnel of the company may be invited to attend the meeting of the strategy and ESG Committee.
Article 13 the strategy and ESG Committee may employ an intermediary to provide professional advice for its decision-making, and the expenses shall be paid by the company.
Article 14 the convening procedures, voting methods and proposals adopted at the meeting of the strategy and ESG committee must comply with the provisions of relevant laws and regulations, the articles of association and these detailed rules.
Article 15 the meeting of the strategy and ESG Committee shall be recorded, and the members attending the meeting shall sign on the meeting minutes; The minutes of the meeting shall be kept by the Secretary of the board of directors for 10 years.
Article 16 the proposals and voting results adopted at the meeting of the strategy and ESG Committee shall be reported to the board of directors of the company in writing.
Article 17 If a member of the strategy and ESG Committee has an interest in the matters discussed at the meeting, he shall withdraw.
Article 18 all personnel attending the meeting of the strategy and ESG Committee shall have the obligation to keep confidential the matters discussed at the meeting and shall not disclose relevant information in violation of the company’s information disclosure management system and other relevant provisions.
Chapter V supplementary provisions
Article 19 the terms “more than” and “not less than” in these detailed rules include this number, and “more than” does not include this number.
Article 20 matters not covered in these Rules shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict between these detailed rules and the laws and regulations promulgated by the state in the future or the articles of association modified by legal procedures, the provisions of relevant laws, regulations and the articles of association shall be implemented, and shall be revised immediately and submitted to the board of directors for deliberation and approval.
Article 21 the right to interpret these rules belongs to the board of directors of the company.
Article 22 these working rules shall come into force from the date of adoption of the resolution of the board of directors.
