Haier Smart Home Co., Ltd.*

ऎဧ౽࢕ٰ΅Ϟࠢʮ̡

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

Stock Code: 6690

HAIER SMART HOME CO., LTD.

IMPLEMENTATION RULES OF THE ENVIRONMENTAL, SOCIAL AND GOVERNANCE COMMITTEE OF THE BOARD

(2021)

CHAPTER 1 GENERAL PROVISIONS

Article 1 In order to strengthen the Company's environmental and social responsibility management and governance capabilities (ESG) and promote the Company's sustainable development, the Company has established the Environmental, Social and Governance Committee (ESG Committee) and formulated these implementation rules in accordance with the Company Law of the People's Republic of China (hereinafter the "Company Law"), the Code of Corporate Governance for Listed Companies issued by the China Securities Regulatory Commission, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited , the Articles of Association of Haier Smart Home Co., Ltd. (hereinafter the "Articles of Association") and other relevant regulations.

Article 2 The ESG Committee of the Board is a specific working body established by the Board and shall be accountable to the Board. Its main responsibilities are to evaluate the Company's working progress on the ESG responsibilities, risks and opportunities and formulate the Company's ESG vision, goals and strategies.

CHAPTER 2 COMPOSITION

Article 3 The ESG Committee shall consist of three to five directors, including at least one independent director.

Article 4 Members of the ESG Committee shall be nominated by the Chairman of the Board, more than half of the independent directors or one-third of all directors, and shall be subject to election by the Board.

Article 5 The ESG Committee shall have one chairman (convener) who shall be responsible for presiding over the work of the ESG Committee. The chairman shall be elected by more than half of all the members.

Article 6 The term of office of the ESG Committee shall be identical to that of the Board. A member may offer himself/herself for re-election upon the expiration of his/her term of office. During his/her term of office, if any member ceases to be a director of the Company, his/her membership in the ESG Committee shall lapse automatically, and the vacancy shall be filled by the person elected by the ESG Committee in accordance with the provisions of Articles 3 to 5 above.

Article 7 The ESG Committee shall establish a working unit, which specifically be responsible for daily liaison, preparation of the ESG Committee meetings, and implementation of the relevant resolutions of the ESG Committee.

CHAPTER 3 RESPONSIBILITIES AND AUTHROTIES

Article 8 The primary responsibilities and authorities of the ESG Committee include:

  • (1) to guide and review the formulation of the Company's ESG vision and strategies, and report to the Board and make recommendations;

  • (2) to identity and evaluate the Company's ESG-related risks and opportunities, and report to the Board and make recommendations;

  • (3) to review the progress of the Company's ESG-related practice and internal control system, report to the Board on its appropriateness and effectiveness and make recommendations;

  • (4) to review and supervise the objectives and implementation of the Company's ESG-related work, and report to the Board and make recommendations;

  • (5) to review the social responsibility report disclosed by the Company and report to the Board and make recommendations;

  • (6) to study and make recommendations on other material and unexpected matters which impact on the ESG-related issue of the Company;

  • (7) to inspect the implementation of the above matters;

  • (8) other matters authorized by the Board.

Article 9 The ESG Committee shall be accountable to the Board. After considering the matters specified in Article 8 of the implementation rules, the Committee shall form a resolution of the ESG Committee meeting and submit it together with relevant proposals to the Board for consideration and approval.

Article 10 The ESG Committee shall exercise its functions and powers in accordance with the relevant provisions of the Company Law, the Articles of Association and the implementation rules, and shall not prejudice the interests of the Company and its shareholders.

Article 11 The Company shall provide the ESG Committee with sufficient resources to perform its duties. When the ESG Committee performs its duties, relevant departments of the Company shall cooperate and the necessary expenses shall be borne by the Company.

CHAPTER 4 PROCEDURAL RULES

Article 12 Notice of the ESG Committee meeting shall be given to all members two days before the meeting, but the aforesaid notice period may be waived for extraordinary meetings convened under special or urgent circumstances. The meeting shall be presided over by the Chairman, or by another member if the chairman is unable to attend the meeting.

Article 13 Meetings of the ESG Committee shall be held only if more than half of the members are present. Each member shall have one vote. Resolutions of the meeting shall be passed by more than half of all members.

Article 14 Votes may be made by a show of hands or by poll in the meeting of the ESG Committee, while at an extraordinary meeting of the Committee voting may also be conducted by correspondence.

Article 15 The team leader and deputy team leader of the ESG Working Group may attend the ESG Committee meetings, and directors, supervisors and other members of the senior management of the Company can be invited to attend the meetings if necessary.

Article 16 The ESG Committee may, if necessary, engage an intermediary to provide professional advice on its decision-making at the cost of the Company.

Article 17 The procedures for convening the meeting of the ESG Committee, its voting methods and the resolutions to be passed at such meeting must comply with the provisions of relevant laws, regulations, the Articles of Association and the implementation rules.

Article 18 Minutes shall be taken on all meetings of the ESG Committee and signed by each attending member. All meeting minutes shall be kept by the Secretary of the Board.

Article 19 Any resolution passed at the meeting of ESG Committee and the voting results must be reported in writing to the Board of the Company.

Article 20 Members present at such meeting are obliged to keep matters discussed at the meeting confidential and shall not disclose relevant information without authorization.

CHAPTER 5 ADDENDUM

Article 21 The matters which are not covered herein, shall be conducted in accordance with the requirements of the relevant state laws, regulations, the relevant regulatory rules of the securities regulatory agencies and stock exchanges where the Company's securities are listed and the Articles of Association. In case any of the implementation rules conflicts with the state laws, regulations, the relevant regulatory rules of the securities regulatory agencies and stock exchanges where the Company's securities are listed to be issued in the future or the Articles of Association as legally modified, the requirements of the relevant laws, regulations, regulatory rules and the Articles of Association shall prevail. In such case, corresponding amendments shall be made to the implementation rules immediately and submitted to the Board for approval.

Article 22 The implementation rules shall be construed and interpreted by the Board of the Company.

Article 23 These implementation rules shall be implemented from the date of approval by the Board.

Haier Smart Home Co., Ltd.

5 March 2021

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Haier Smart Home Co. Ltd. published this content on 05 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 March 2021 14:56:04 UTC.