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 STRATEGY COMMITTEE OF THE BOARD OF DIRECTORS

CHAPTER 1 GENERAL PROVISIONS

• Article 1 The rules are established by Datang Environment Industry Group Co., Ltd. (hereinafter refer to as the “ Company ”) in accordance with the Company Law of the People’s Republic of China and other laws, regulations and regulatory documents, and requirements under 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., in order to match up with the strategic development goals of the Company, strengthen its core competence, set down its development plans, improve its investment decision-making procedures to enhance the benefit and quality of significant investment decisions and improve the corporate governance structure of the Company.

• Article 2 The Strategy Committee, established by the board of directors (the “ Board ”) as a special committee, is mainly responsible for studying and giving advice on the long-term development strategies and significant investment decisions of the Company.

CHAPTER 2 COMPOSITION OF COMMITTEE

• Article 3 The Strategy Committee shall be composed of three directors.

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

• Article 5 The Strategy Committee shall have a chairman, who shall be elected and appointed by the Board. The chairman shall oversee the operation of the Committee and perform as the convener of meetings.

• For identification purpose only.

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• Article 6 The Strategy Committee shall have the same term of office as the Board. A member of the Strategy 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 Strategy 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 a regular working body of the Strategy Committee, in charge of liaison for daily work and organization of meetings.

CHAPTER 3 DUTIES AND AUTHORITIES

• Article 8 The Strategy Committee shall have the following duties and responsibilities:

• (i) to study and give advice on the strategic plans for the long-term development of the Company;

• (ii) to study and give advice on significant investment and financing plans that are subject to the approval of the Board as required in the Articles of Association;

• (iii) to study and give advice on significant capital operation and asset operation projects that are subject to the approval of the Board as required in the Articles of Association;

• (iv) to study and give advice on other significant matters that affect the development of the Company;

• (v) to check and examine the implementation of the foregoing; and

• (vi) to handle such other matters as authorized by the Board.

Article 9 The Strategy Committee shall be accountable to the Board. Proposals of the Committee shall be submitted to the Board for consideration and determination.

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CHAPTER 4 WORKING PRACTICES

Article 10 The Capital Operation and the Property Management Division of the Company is in charge of the preliminary preparation for the decision-making of the Strategy Committee and shall provide relevant information of the Company, including:

• (i) basic information and relevant materials in relation to the intentions and preliminary feasibility reports of investment projects 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 Strategy Committee for record purposes by the investment panel;

• (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 investment panel of the Company; and

• (iv) the proposals which had been examined and appraised by the investment panel, and for which written comments have been provided by the investment panel and a formal submission has been made to the Strategy Committee.

• Article 11 The Strategy Committee shall convene meetings to discuss proposals submitted by the Capital Operation and the Property Management Division. The result of discussion shall be submitted to the Board for approval and inform the Capital Operation and the Property Management Division of the Company of the same.

• Article 12 The relevant departments of the Company shall have the obligation to cooperate with the Strategy Committee to carry out works and provide relevant materials.

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CHAPTER 5 RULES OF PROCEDURES

• Article 13 The Strategy 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 other 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 members.

• Article 14 The quorum of the meetings of Strategy 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 15 The meetings of Strategy 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 16 Resolutions at the meetings of Strategy Committee shall be determined by show of hands, by poll or by communication.

• Article 17 The Strategy Committee may invite directors, supervisors, and other senior management members of the Company to sit in the meetings.

• Article 18 The Strategy 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 19 The procedures for convening a meeting, the method of voting and the resolutions passed by a meeting of the Strategy Committee shall be in conformity to the provisions of the relevant laws, regulations, Articles of Association and these Terms.

• Article 20 The Strategy Committee shall keep written minutes of its meetings. Members present at a meeting shall sign the minutes of that meeting. The meeting minutes shall be kept by the secretary of the Board.

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• Article 21 The poll results of the resolutions of the Strategy Committee at its meetings shall be submitted to the Board in written form.

• Article 22 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 23 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 24 The rules shall come into effect from the date when it is passed by the Board.

• Article 25 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 26 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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