Implementation rules of Sichuan Haowu Electromechanical Co.Ltd(000757) Strategy Committee
Sichuan Haowu Electromechanical Co.Ltd(000757)
Implementation rules of the strategy committee of the board of directors
Chapter I General Provisions
Article 1 in order to meet the strategic development needs of Sichuan Haowu Electromechanical Co.Ltd(000757) (hereinafter referred to as “the company”), enhance the core competitiveness of the company, determine the development plan of the company, improve the investment decision-making procedures, strengthen the scientificity of decision-making, improve the efficiency and quality of major investment decisions, and improve the corporate governance structure, according to the company law of the people’s Republic of China and the standards for the governance of listed companies According to the articles of association and other relevant provisions, the company establishes the strategy committee of the board of directors and formulates these implementation rules.
Article 2 the strategy committee of the board of directors is a special working body established by the board of directors, which is mainly responsible for studying and making suggestions on the company’s long-term development strategy and major investment decisions.
Chapter II personnel composition
Article 3 the members of the strategy committee are composed of three directors, including at least one independent director.
Article 4 the members of the strategy committee shall be nominated by the chairman of the board, more than half of the independent directors or one-third of all directors, and elected by the board of directors.
Article 5 the strategy committee shall have a chairman (convener), who shall be the chairman of the company.
Article 6 The term of office of the strategy committee is the same as that of the board of directors. When the term of office expires, the members can be re elected. Before the expiration of a member’s term of office, he shall not be dismissed without reason unless he is prohibited from holding office by the company law, the articles of association or these implementation rules. If any member ceases to hold the position of director of the company during the period, he will automatically lose the qualification of member, and make up the number of members according to the provisions of Articles 3 to 5 above.
Article 7 the strategy committee shall set up an investment review team, with the general manager of the company as the leader of the investment review team and two other team members, who shall be the Secretary of the board of directors and the person in charge of finance of the company.
Chapter III responsibilities and authorities
Article 8 main responsibilities and authorities of the strategy committee:
(I) study the company’s long-term development strategic planning and put forward suggestions;
(II) study the major investment and financing proposals that must be approved by the board of directors and the general meeting of shareholders according to the articles of association
Implementation rules of Sichuan Haowu Electromechanical Co.Ltd(000757) Strategy Committee
Study and put forward suggestions;
(III) study and put forward suggestions on major capital operation and asset management projects that must be approved by the board of directors and the general meeting of shareholders according to the articles of Association;
(IV) study and put forward suggestions on other major issues affecting the development of the company;
(V) inspect and evaluate the implementation of the above matters, and put forward written opinions on the inspection and evaluation results;
(VI) other matters authorized by the board of directors.
Article 9 the strategy committee shall be responsible to the board of directors, and the proposal of the committee shall be submitted to the board of directors for deliberation and decision.
Chapter IV decision making procedures
Article 10 the investment review team shall be responsible for the preliminary preparations for the decision-making of the strategy committee and provide the information of relevant parties of the company;
(I) the relevant department of the company or the person in charge of the controlling (joint-stock) enterprise shall report the intention of major investment and financing, capital operation and asset management projects, preliminary feasibility report and the basic information of the partners;
(II) the investment review team shall conduct the preliminary review, and the team leader shall sign and issue the project approval opinion, which shall be reported to the Strategy Committee for the record; (III) relevant departments of the company or controlled (joint-stock) enterprises negotiate agreements, contracts, articles of association and feasibility reports, and report to the investment review team;
(IV) the investment review team shall review and issue written opinions, and submit formal proposals to the strategy committee. Article 11 the strategy committee shall hold a meeting according to the proposal of the investment review group for discussion, submit the discussion results to the board of directors and feed back to the investment review group at the same time.
Chapter V rules of procedure
Article 12 the strategy committee shall hold a meeting at least once a year and notify all members three days before the meeting. The meeting shall be presided over by the chairman (convener). If the chairman (convener) is unable to attend, he may entrust another member to preside over the meeting.
Article 13 the meeting of the strategy committee shall be held only when more than two-thirds of the members are present; Each member has one vote; Resolutions made at the meeting must be adopted by more than half of all members.
Article 14 the voting method of the meeting of the strategy committee is a show of hands or voting; An interim meeting may be held by means of communication voting.
Article 15 hold the meeting of the strategy committee, and invite the directors, supervisors and other senior managers of the company to attend the meeting as nonvoting delegates when necessary.
Implementation rules of Sichuan Haowu Electromechanical Co.Ltd(000757) Strategy Committee
Article 16 if necessary, the strategy committee may employ an intermediary to provide professional advice for its decision-making, and the expenses shall be paid by the company.
Article 17 the convening procedures, voting methods and proposals adopted at the meeting of the strategy committee must comply with the provisions of relevant laws and regulations, the articles of association and these rules.
Article 18 the meeting of the strategy committee shall be recorded, and the members attending the meeting shall sign on the meeting minutes; The minutes of the meeting shall be kept by the Secretary of the board of directors of the company.
Article 19 the proposals and voting results adopted at the meeting of the strategy committee shall be reported to the board of directors of the company in writing. Article 20 all members present at the meeting shall have the obligation to keep confidential the matters discussed at the meeting and shall not disclose relevant information without authorization. Chapter VI supplementary provisions
Article 21 these Implementation Rules shall come into force as of the date of deliberation and adoption by the board of directors.
Article 22 matters not covered in these Implementation Rules shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict between the implementation rules and the laws and regulations promulgated by the state in the future or the articles of association modified by legal procedures, the provisions of relevant national laws, regulations and the articles of association shall be implemented, and the rules shall be revised immediately and submitted to the board of directors for deliberation and approval.
Article 23 the right to interpret these implementation rules belongs to the board of directors of the company.
February 7, 2002
