Jiangxi Institute of Biological Products Inc. (abbreviated as Jiangxi Bio) has published the “Terms of Reference of the Strategy and Investment Committee under the Board of Directors,” establishing a dedicated body to steer long-term strategic planning and major investment decisions as the company prepares for its H-share IPO on the Main Board of The Stock Exchange of Hong Kong.
The Strategy and Investment Committee (SIC) will be a board-level committee comprising no fewer than three directors, with at least one independent non-executive director. Members are to be nominated by the board chairman and elected by the board. The chairman of the board will concurrently serve as SIC chair, while the Board Office will handle daily liaison and meeting arrangements. Committee tenure aligns with the current board term, and any vacancies must be filled within 60 days.
Key duties include: • Drafting Jiangxi Bio’s medium- and long-term development strategy and business plans. • Reviewing and recommending major investment projects, including equity investments, large-scale fixed-asset projects, disposals, and equity financing plans that require board approval. • Assessing significant capital operations and production or operating decisions defined in the company’s Articles of Association. • Overseeing implementation of approved strategies and investments, with authority to demand corrective action or escalate issues to the board. • Engaging external professional advisers at the company’s expense when necessary.
The SIC will convene ad-hoc meetings as required, with at least three days’ prior notice. Meetings are valid with a quorum of two-thirds of members and resolutions pass by simple majority. Members must attend in person; independent non-executive directors unable to attend may delegate voting authority to another independent non-executive director. Confidentiality of deliberations is mandatory, and meeting minutes will be archived for a minimum of 10 years.
These Terms of Reference take effect upon Jiangxi Bio’s initial public offering of H shares and listing on the Hong Kong exchange. The board retains interpretation rights and will update the document to remain compliant with evolving laws, regulations, and listing rules.