Beijing ESWIN Computing Technology Co., Ltd. (“ESWIN COMPUTING”) has formalised a Strategy and Investment Committee under its Board of Directors, aiming to bolster long-term strategic planning and enhance oversight of major investments ahead of the company’s forthcoming H-share listing on the Main Board of The Stock Exchange of Hong Kong.

Key Provisions

• Mandate and Scope – The committee will assess and recommend the company’s long-term development strategy, major investment and financing proposals, significant capital operations, asset management projects, and other material matters affecting corporate development. – All recommendations are submitted to the full Board for final decision-making.

• Composition and Tenure – Minimum size: three directors; all members must be sitting Board directors. – Members are nominated by the Board Chair, a majority of independent non-executive directors, or at least one-third of the full Board, and elected by the Board. – The Board Chair will serve concurrently as committee chair (convener). – Members serve coterminous with the Board’s term and are eligible for re-appointment.

• Meeting Protocols – Meetings are convened on the Board’s request or by the committee chair, with a standard three-day notice period (waivable by unanimous consent). – A quorum requires at least two-thirds of members; resolutions pass with a simple majority of all members. – Directors, supervisors, and senior management may be invited to attend; external advisors can be engaged at the company’s expense. – Minutes must be retained for 10 years, with drafts and final versions circulated to all members promptly. – Confidentiality obligations apply to all participants; members with conflicts of interest must abstain from voting unless unanimously permitted by non-interested members.

• Implementation Timeline – The terms become effective upon ESWIN COMPUTING’s initial public offering of H shares and listing on the Hong Kong Stock Exchange Main Board.

Governance Enhancements

By codifying the committee’s structure, decision thresholds, and oversight mechanisms, ESWIN COMPUTING seeks to fortify its corporate governance framework, ensure rigorous evaluation of strategic initiatives, and align board-level oversight with international listing standards.