Working rules of the strategy and ESG Committee of the board of directors
Chapter I General Provisions
Article 1 in order to improve and standardize the deliberation and decision-making procedures of the strategy and ESG Committee of the board of directors of China International Finance Corporation Limited (hereinafter referred to as the “company”) and improve the work efficiency and scientific decision-making level of the strategy and ESG Committee, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the regulations on the supervision and administration of securities companies These rules are formulated in accordance with the standards for the governance of securities companies, the rules for the listing of securities on the stock exchange of Hong Kong Limited and other laws, regulations and normative documents, the relevant provisions of the securities regulatory authorities and stock exchanges where the company’s shares are listed, as well as the provisions of the articles of association of China International Finance Corporation Limited (hereinafter referred to as the “articles of association”), and in combination with the actual situation of the company. Article 2 the strategy and ESG committee is a special working organization under the board of directors of the company. It is responsible to the board of directors, performs the functions and powers granted by relevant laws and regulations and the board of directors, and submits work reports to it.
Chapter II personnel composition
Article 3 the strategy and ESG Committee shall be composed of at least three directors and one chairman.
The main responsibilities of the chairman are as follows:
(I) convene regular and interim meetings of the strategy and ESG Committee;
(II) preside over the meeting of strategy and ESG Committee;
(III) supervise and inspect the implementation of strategy and ESG Committee resolutions;
(IV) other duties entrusted by the board of directors and the strategy and ESG Committee.
Article 4 the candidates for the chairman and other members shall be approved by the board of directors.
Article 5 The term of office of a member is the same as that of a director. A member may be re elected upon expiration of his term of office. If a member no longer holds the position of director of the company during the period, he will automatically lose the qualification of member. When the number of members of the strategy and ESG committee does not meet the provisions of Article 3 of these working rules, the board of directors shall supplement them in accordance with the articles of association and these rules.
Chapter III responsibilities
The specific responsibilities of the strategy and ESG committee are as follows:
(I) understand and master the basic operation of the company;
(II) study and master the industry trends at home and abroad and relevant national policies;
(III) study the company’s short-term, medium-term and long-term development strategies or related issues;
(IV) provide consultation and suggestions on the company’s development strategy, major reform, equity financing, major investment and other major decision-making matters;
(V) study and master ESG related policies; Provide consultation and suggestions on decision-making matters related to corporate ESG governance, including vision, objectives, measures, etc; Review the ESG report of the company and put forward suggestions to the board of directors; Urge the company to strengthen communication with stakeholders on important ESG matters; Pay attention to major risks related to ESG; Urge the company to implement the national “double carbon” goal and master its progress;
(VI) other duties assigned by laws and regulations, relevant provisions of the securities regulatory authorities and stock exchanges in the place where the company’s shares are listed, and the board of directors.
Article 7 the strategy and ESG Committee may employ external professionals to provide services, and the reasonable expenses incurred shall be borne by the company.
Chapter IV convening, convening and notification of meetings
Article 8 the meeting of the strategy and ESG committee is divided into regular meeting and interim meeting. The regular meeting shall be held at least once a year. The interim meeting shall be decided by the chairman or at the request of more than half of the members. The meeting shall be convened and presided over by the chairman. If the chairman is unable to convene and attend the meeting in person, he may entrust another member to convene and preside over the meeting on his behalf.
Article 9 the meeting may be held by on-site, video, telephone, written deliberation and other means, or by on-site and other means at the same time.
If the meeting is held off-site, the number of members attending the meeting shall be calculated by showing the members present by video, the members who express their opinions in the teleconference, the effective votes actually received by fax or e-mail or other written forms within the specified time limit, or the written confirmation letter submitted by the members who have participated in the meeting afterwards.
Article 10 when the strategy and ESG committee holds a meeting, in principle, it shall notify all members in writing five days before the meeting; However, with the consent of more than two-thirds of the members, the aforesaid notice period may be exempted.
Article 11 the notice of the meeting shall include the following contents:
(I) place, time and method of the meeting;
(II) convener of the meeting;
(III) agenda and topics of the meeting;
(IV) date of notice;
(V) meeting contact person and contact information.
Article 12 the notice of the meeting may be delivered by personal mail, fax or registered mail.
Chapter V discussion and voting procedures
Article 13 the meeting can be held only when more than half of all members are present. Each member has one vote. When making a resolution, it must be approved by more than half of all members. When the negative and affirmative votes are equal, the chairman has the right to vote more than one vote.
Article 14 If the strategy and ESG Committee deems it necessary, it may convene other personnel related to the topics of the meeting to attend the meeting as nonvoting delegates and introduce the situation or express opinions, but non members of the strategy and ESG Committee have no right to vote on the proposal.
Article 15 the voting methods for resolutions of the meeting are: written voting, show of hands (or oral) voting. The meeting held on site shall adopt written voting or show of hands (or oral) voting; The meeting held by video or telephone can be held by a show of hands (or oral) vote, but the members attending the meeting shall go through the written signature formalities as soon as possible and submit the signed votes to the strategy and ESG Committee; The meeting held in the form of written deliberation shall take the form of written voting, and the voting members shall submit the signed votes to the strategy and ESG Committee as soon as possible.
Article 16 in principle, the meeting shall not consider topics or matters not listed in the meeting notice. When new topics or matters need to be added under special circumstances, they shall be approved by more than two-thirds of the members before they can consider and make resolutions on the temporarily added topics or matters.
Chapter VI meeting resolutions and minutes
Article 17 after each proposal obtains the required number of valid votes, it shall be announced by the host of the meeting to form the resolution of the strategy and ESG Committee. The resolution of the strategy and ESG Committee shall come into force after being signed by the members attending the meeting.
Article 18 the meeting of the strategy and ESG Committee shall have written minutes, which shall be signed by the members attending the meeting and the recorder.
Members present at the meeting have the right to request that explanatory records of their speeches at the meeting be made in the minutes.
Article 19 the written documents and meeting minutes of the resolutions of the strategy and ESG Committee shall be kept by the company as the company’s archives, and the retention period shall not be less than 20 years during the existence of the company.
Article 20 after the formation of the resolution of the strategy and ESG Committee, if it needs to be submitted to the board of directors for deliberation, the chairman shall be responsible for submitting it to the board of directors in time.
Chapter VII supplementary provisions
Article 21 Unless otherwise specified, the terms used in these rules have the same meaning as those in the articles of association.
Article 22 these working rules shall be approved by the board of directors and shall come into force from the date of the company’s initial public offering of RMB common shares (A shares) and listing on the Shanghai Stock Exchange. The revision of these Rules shall be proposed by the strategy and ESG Committee, submitted to the board of directors for deliberation, and shall take effect from the date of approval by the board of directors.
Article 23 in case of any matters not covered in these rules or conflict with the laws, regulations, normative documents promulgated or amended after the rules come into force, the relevant provisions of the securities regulatory authorities and stock exchanges in the place where the company’s shares are listed or the provisions of the articles of association, the laws, regulations, normative documents, the relevant provisions of the securities regulatory authorities and stock exchanges in the place where the company’s shares are listed or the provisions of the articles of association shall prevail.
Article 24 the power of interpretation of these rules belongs to the board of directors.
