Hangzhou Tongshifu Cultural and Creative (Group) Co., Ltd. (“TONGSHIFU”) has formalised the establishment of a Strategy Committee under its board of directors, effective upon the listing of the company’s H shares on the Hong Kong Stock Exchange.
The new committee will comprise three directors, including the board chairman and at least one independent director, each serving concurrent three-year terms aligned with their board tenure. The chairman of the board will act as the committee’s convener and presiding officer.
Core responsibilities cover: 1. Formulating recommendations on long-term corporate strategy and technology or product direction. 2. Reviewing and advising on major investment, financing, capital operations and asset-management projects that require board approval under the Articles of Association. 3. Monitoring execution of approved strategic and investment initiatives. 4. Handling additional matters delegated by the board.
Meetings will be convened as needed, with interim sessions possible at the request of the convener or a majority of members. A quorum of two-thirds of members is required, and resolutions pass with a simple majority. The committee may invite directors, senior management or external advisers to participate and can engage professional intermediaries at the company’s expense.
Members must abstain from voting on matters in which they have an interest, ensuring that over half of the non-related members attend and approve relevant resolutions. All proceedings will be minuted and reported in writing to the full board, and participants are bound by strict confidentiality until information is publicly disclosed.
Any procedural gaps will be addressed according to applicable laws, regulations and the Hong Kong securities regulator’s requirements, with the board retaining interpretation and amendment rights over the committee’s terms of reference.
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