Datang Environment Industry Group Co., Ltd. — Governance Information 2016

Nov 13, 2016

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Datang Environment Industry Group Co., Ltd.* 大唐環境產業集團股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1272)

TERMS OF REFERENCE OF INVESTMENT COMMITTEE OF THE BOARD OF DIRECTORS

CHAPTER 1 GENERAL PROVISIONS

• Article 1 Pursuant to the laws and regulations and regulatory documents such as Company Law of the People’s Republic of China, the Articles of Association of Datang Environment Industry Group Co., Ltd. (hereinafter refer to as the “ Articles of Association ”), and the Rules of Procedure of the Board Meetings of Datang Environment Industry Group Co., Ltd., the rules have been laid down to accommodate the needs of strategic development of Datang Environment Industry Group Co., Ltd. (hereinafter refer to as the “ Company ”), improve its investment procedures, enhance the scientificity and quality of its decision-making process in investment and improve its corporate governance structure.

• Article 2 The Investment Committee, established by the board of directors (the “ Board ”) as a special committee, is mainly responsible for conducting examinations and approval and making decisions over equity and asset acquisition, establishment of new subsidiaries and other external investment matters within the authorization of the Board (collectively, the “ Investment Projects ”), conducting research on material Investment Projects beyond the authority of the Board and making recommendations to the Board, and conducting supervision and assessment for the implementation of Investment Projects. In fulfilling its responsibilities, the Investment Committee shall abide by the applicable laws, regulations, the Articles of Association and the rules herein. By virtue of legislative requirements, the Investment Committee shall be subject to the supervision by the shareholder’s meeting and Supervisory Committee of the Company.

• For identification purpose only.

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CHAPTER 2 COMPOSITION OF COMMITTEE

• Article 3 The Investment Committee shall be composed of three directors, with independent non-executive directors taking more than half of the seats.

• Article 4 The members of Investment Committee shall be nominated by the chairman of the Board, more than half of the independent non-executive directors or more than one-third of all directors, and shall be elected by the Board.

• Article 5 The Investment Committee shall have one chairman, who shall be an independent non-executive director in the committee. The chairman shall be elected within the committee and responsible for overseeing the work of the committee and convening meetings.

• Article 6 The Investment Committee shall have the same term of office as the Board. A member of the Investment Committee may serve consecutive terms if re-elected upon the expiration of his term. If any member ceases to hold office as a director of the Company during the term, such director shall lose his position as a member of the Investment Committee accordingly. The vacancy shall be filled in accordance with the rules.

• Article 7 The Capital Operation and the Property Management Division of the Company is an administrative office of the Investment Committee, which is responsible for routine work and liaison, organization of meetings, etc.

CHAPTER 3 DUTIES AND AUTHORITIES

Article 8 The principal duties and authorities of the Investment Committee shall include:

• (i) to conduct researches on the annual investment projects of the Company and make recommendations;

• (ii) to review investment strategies, investment risk management system, investment project assessment system and other relevant investment management system or policies of the Company;

• (iii) to review and make decisions for the Investment Projects within the authority of the Board;

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• (iv) to conduct researches and make recommendations for the material Investment Projects which are subject to the approval of the Board and shareholder’s meeting according to the Articles of Association;

• (v) to supervise the implementation of Investment Projects and report to the Board; and

• (vi) other matters authorized by the Board.

Article 9 The Investment Committee shall report to the Board and submit proposals to the Board for consideration and approval.

CHAPTER 4 WORKING PROCEDURES

• Article 10 The Capital Operation and the Property Management Division of the Company is responsible for preliminary preparation works to facilitate decision-making by the Investment Committee and to provide relevant information to the Company, including:

• (i) basic information and relevant materials in relation to the Capital Operation and the Property Management Division on intentions and preliminary feasibility reports of Investment Projects and proposed investment targets and cooperation partners by the relevant department of Company or the person in charge of the Company’s subsidiaries or enterprises in which the Company has equity interests;

• (ii) initial reviews, comments on project proposals and reports to the Investment Committee for record purposes by the Capital Operation and the Property Management Division of the Company;

• (iii) negotiations of agreements, contracts, the Articles of Association and feasibility reports with the relevant department of Company or the Company’s subsidiaries or enterprises in which the Company has equity interests, and reports to the Capital Operation and the Property Management Division of the Company; and

• (iv) the proposals which had been examined and appraised by the Capital Operation and the Property Management Division of the Company, and for which written comments have been provided by the capital operation assets management department of the Company and a formal submission has been made to the Investment Committee.

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• Article 11 The Investment Committee shall convene meetings to discuss proposals submitted by the Capital Operation and the Property Management Division, and make decisions upon the approval of the Investment Projects within its authority. If the Investment Projects are beyond the authority of the Investment Committee, the result of discussion shall be submitted to the Board by the Investment Committee for approval and inform Capital Operation and the Property Management Division of the Company of the same.

• Article 12 Investment Projects which involve connected transactions shall be considered and approved by the Investment Committee prior to submission to the Board and shareholder’s meeting for consideration.

• Article 13 The relevant departments of the Company shall have the obligation to cooperate with the Investment Committee to carry out its work and provide relevant materials.

CHAPTER 5 RULES OF PROCEDURES

• Article 14 The Investment Committee shall convene meetings according to the needs of the business development of the Company. Seven days’ notice shall be given to all members of the committee prior to the meeting. The meetings shall be chaired by the chairman, or, where the chairman is unable to be present at the meetings, one of the members as authorized by the chairman. In case of an emergency, the abovementioned time of notice can be exempt under the approval of more than half of all members.

• Article 15 The quorum of the meetings of Investment Committee shall be more than two-thirds. Each member shall have one vote and the resolutions of the meetings shall be passed by more than half of all members.

• Article 16 The meetings of Investment Committee shall be convened under the principle of onsite meeting. Provided that members may fully express their opinions, meetings may be convened by way of audio-visual, telephone, facsimile transmission or email if necessary. The meetings of the committee can also be convened onsite and other methods simultaneously.

• Article 17 Resolutions at the meetings of Investment Committee shall be determined by show of hands, by poll, or by communication.

• Article 18 If deemed necessary for the meetings of Investment Committee, directors, supervisors, and other senior management members of the Company can be invited to sit in the meetings.

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• Article 19 The Investment Committee may engage intermediary agencies to provide professional advice for its decisions making, if necessary, and the expenses incurred shall be borne by the Company.

• Article 20 The procedures for convening a meeting, the methods of voting and the resolutions passed by a meeting of Investment Committee shall be in conformity to the provisions of the relevant laws, regulations, Articles of Association and these Terms.

• Article 21 The Investment Committee shall keep written minutes of its meetings. Members present at the meetings shall sign the minutes of that meeting. The meeting minutes shall be kept by the secretary of the Board.

• Article 22 The resolutions and poll results of the Investment Committee at its meetings shall be reported to the Board in written form.

• Article 23 Members who attend the meetings shall keep confidential all matters discussed in the meetings. Unauthorized disclosure of the relevant information shall be prohibited.

CHAPTER 6 SUPPLEMENTARY PROVISIONS

• Article 24 In the rules, the meaning of “more than” includes the underlying number, and “day(s)” refers to business day(s). Unless otherwise stated, technical terms used herein shall have the same meanings as they appear in the Articles of Association.

• Article 25 The rules shall come into effect from the date when it is passed by the Board.

• Article 26 For any matters that are not covered in the rules or contravene relevant laws, regulations, regulatory documents and the Articles of Association, the abovementioned laws, regulations, regulatory documents and the Articles of Association shall prevail and the rules shall be amended in a timely manner.

• Article 27 The rules shall be revised and interpreted by the Board of the Company.

Important Note: The English version is for reference only. Should there be any inconsistency between the English and Chinese versions, the latter shall prevail.

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