Shanghai Xizhi Technology Co., Ltd. released the full Terms of Reference for its Board Strategy Committee, outlining governance structure, membership rules and decision-making procedures designed to support long-term strategic planning ahead of its planned H-share listing on the Main Board of the Hong Kong Stock Exchange.

Key points from the document are as follows:

• Committee Establishment and Composition − The Strategy Committee is constituted as a specialised body under the Board of Directors to enhance corporate governance and bolster the company’s long-term competitiveness. − All committee members must be directors, with independent non-executive directors forming the majority. − The committee comprises at least three directors; the Board chairman serves concurrently as committee chair. − Members serve coterminous terms with the Board and may be re-elected. Vacancies arising during a term must be filled in accordance with the same nomination and election procedures.

• Principal Responsibilities − Evaluate and recommend long-term strategic development plans. − Review and advise on major investment and financing proposals, capital operations and asset management projects that require Board approval under the Articles of Association. − Oversee implementation of approved strategic initiatives and other significant matters affecting corporate development.

• Procedural Framework − Meetings can be convened at the request of the Board or the committee chair, with a three-day advance notice that may be waived by unanimous consent. − A quorum requires two-thirds of members; resolutions pass with a simple majority of all committee members. − Members are expected to attend in person but may authorise another committee member to vote on their behalf. − The committee may invite directors, supervisors or senior management to attend meetings and can engage external advisers at the company’s expense. − Minutes are retained for 10 years, and confidentiality obligations apply to all attendees.

• Conflict-of-Interest Safeguards − Members must disclose any direct or indirect interests related to matters under discussion. Interested members are generally required to abstain from voting unless the remaining members unanimously agree the conflict is insignificant. − If conflicts prevent a quorum, all members—regardless of interest—may forward the matter to the full Board for resolution.

• Effective Date and Governance Alignment The Terms of Reference take effect upon the company’s initial public offering of H shares and listing on the Hong Kong Stock Exchange. Any conflicts between these rules and prevailing laws, regulations or the company’s Articles of Association will be resolved in favour of the higher-level provisions.

By formalising the Strategy Committee’s structure and authority, Shanghai Xizhi Technology aims to strengthen decision-making on critical investments and strategic initiatives as it prepares for its overseas listing.