Flowing Cloud Technology Ltd — Governance Information 2025

Jun 30, 2025

芯天云动
FLOWING CLOUD

Flowing Cloud Technology Ltd

飛天雲動科技有限公司

(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 6610)

Investment Committee — Terms of Reference and Modus Operandi

1. Members

1.1 The investment committee (the “Investment Committee”) shall comprise of not less than four members (the “Member(s)”), Members shall be appointed by the board of directors (the “Board”) of Flowing Cloud Technology Ltd (the “Company”) after considered the recommendations from the nomination committee of the Company.

1.2 The chairman of the Investment Committee shall be appointed by the Board.

1.3 The chief executive officer and/or the chief financial officer of the Company (in case if not a Member) may attend the meetings of the Investment Committee (the “Meeting(s)”) at the invitation of the Investment Committee.

2. Purpose of formation of Investment Committee

2.1 Purpose of formation of Investment Committee is to assist the Board:

(a) reviewing investment performance of internally managed funds and advising the Company on their investment of cash, cash equivalents, financial assets, margin deposits, cash collateral and participants contributions to clearing house funds, taking into account of the necessary constraints on the deployment of the various sources and purposes of the funds to enhance the group’s investment returns;

(b) overseeing investment performance of external portfolio and approving asset allocation, selection of external portfolio investment advisor and quantum to be invested in external portfolio (including sub-portfolios); and

(c) reviewing investment policies and recommending changes (in respect of external portfolio including investment objectives, strategic asset allocation, policy target and risk appetite) it considers appropriate for the Board’s approval.

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1. Frequency and proceeding of Meetings

3.1 Meetings shall be held not less than four times a year. Additional meeting should be held as the work of the Investment Committee demands.

3.2 Additional meetings may be convened at the discretion of the chairman of the Investment Committee.

3.3 The quorum of a meeting shall be three members of which at least two shall be the directors of the Company.

3.4 Proceedings of meetings of the Investment Committee shall be governed by the provisions of Article 135 of the Articles of Association of the Company (i.e. decisions shall be determined by a majority of votes of the Members present and, in case of an equality of votes, the chairman of a meeting shall have a second or casting vote).

1. Duties, powers and functions

4.1 The duties, powers and functions of the Investment Committee shall be:

(a) to provide market expertise and advice to the Board on the investments of:

(i) corporate funds;

(ii) clearing House funds; and

(iii) margin funds

(b) to advise on the investment policies of the Company regarding (a) above;

(c) to discuss and formulate views for external portfolio and to approve:

(i) size of the external portfolio and each of the sub-portfolio;

(ii) asset allocation and the allowable deviation of the actual against approved asset allocation; and

(iii) the selection of external investment advisor;

(d) to seek professional advice from the securities/investment/professional community, as and when the Investment Committee considers appropriate;

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(e) to consider such other topics and matters relating to financial investments of the Company as may be requested by the Board; and

(f) to review these terms of reference on at least an annual basis and recommend any changes it considers appropriate for the Board’s approval.

1. Reporting procedures

5.1 The Investment Committee should report to the board on a regular basis. At the next meeting of the Board following a meeting of the Investment Committee, the chairman of the Investment Committee shall report to the Board on findings and recommendations of the Investment Committee.

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