Nexchip Semiconductor Corporation has established a three-member Strategy and ESG Committee under its Board of Directors to oversee the company’s long-term development strategy, major investment decisions and environmental, social and governance (ESG) performance.

The committee’s mandate includes: • Reviewing and recommending overall and specific strategic development plans, investment and financing proposals, annual budgets and final accounts. • Evaluating business performance, supervising implementation of approved business and investment plans, and advising on necessary strategic adjustments. • Assessing corporate governance practices and monitoring all ESG-related activities, including preparation and review of ESG reports for board consideration.

Structure and tenure: • The committee comprises three directors, one of whom serves as convener. • Members are nominated by either a majority of independent directors or at least one-third of all directors and are elected by the full board. • Terms coincide with the board’s tenure; vacancies are to be filled promptly to maintain the required composition.

Operating guidelines: • Meetings are convened as required, with at least three days’ notice in normal circumstances and no notice period in urgent situations. • A quorum requires attendance of more than half the members; resolutions pass by simple majority. • The committee may invite management, directors or external experts to participate, though external advisers hold no voting rights. • All participants must observe strict confidentiality, and meeting records are retained for ten years.

These Terms of Reference were formulated in line with the Company Law of the People’s Republic of China, the Corporate Governance Code for Listed Companies and Nexchip’s Articles of Association, and take effect upon board approval.