Shenzhen S.C New Energy Technology Corporation(300724)
Working rules of the strategy committee of the board of directors
(revised in February 2022)
Chapter I General Provisions
Article 1 in order to meet the needs of the company’s strategic development, enhance the company’s core competitiveness, determine the company’s development plan, improve the investment decision-making procedures, strengthen the democracy and scientificity of decision-making, improve the efficiency and quality of major investment decisions, and improve the company’s governance structure, In accordance with the company law of the people’s Republic of China, the Shenzhen S.C New Energy Technology Corporation(300724) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions, the company establishes the strategy committee of the board of directors and formulates these working rules.
Article 2 the strategy committee of the board of directors is a special working organization under 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 four directors, including one independent director. The chairman of the company is an inherent member of the strategy committee.
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 one chairman (convener), which shall be decided by the board of directors 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. 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 the board of directors will make up the number of members in accordance with the provisions of Articles 3 to 5 above.
Article 7 the strategy committee shall set up an investment review team, and the general manager of the company shall be the leader of the investment review team. Chapter III responsibilities and authorities
Article 8 main responsibilities and authorities of the strategy committee:
(I) study and put forward suggestions on the company’s long-term development strategic planning and major investment decisions;
(II) study and put forward suggestions on major investment and financing schemes that must be approved by the board of directors as stipulated in the articles of association or authorized by the general meeting of shareholders;
(III) study and put forward suggestions on major capital operation and asset management projects subject to the approval of the board of directors as stipulated in the articles of association or authorized by the general meeting of shareholders;
(IV) study and put forward suggestions on other major issues affecting the development of the company;
(V) check the implementation of the above matters;
(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 group shall be responsible for the preliminary preparation of the decision-making of the strategy committee and provide the information of relevant parties of the company:
(I) the person in charge of the company’s relevant departments or holding (joint-stock) enterprises shall report the intention of major investment and financing, capital operation, asset management projects, preliminary feasibility report, basic information of partners and other materials; (II) the investment review team shall conduct the preliminary review, sign and issue the project proposal, and report to the Strategy Committee for the record; (III) relevant departments of the company or holding (joint-stock) enterprises shall negotiate agreements, contracts, articles of association, feasibility reports and other documents, 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 convene a meeting as required, and the chairman shall notify all members two days before the meeting, but in case of emergency, it is not subject to the above-mentioned notification time limit; The meeting shall be presided over by the chairman. If the chairman is unable to attend, he may entrust other members 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; In case of special circumstances, the meeting can be held by means of communication.
Article 15 members of the investment review group may attend the meeting of the strategy committee as nonvoting delegates. If necessary, directors, supervisors and other managers of the company can also be invited to attend the meeting of the 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, regulations, the articles of association and these measures.
Article 18 the minutes of the meeting attended by the members of the strategy committee shall be signed by the members; The minutes of the meeting shall be kept by the Secretariat 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.
Chapter VI supplementary provisions
Article 21 matters not covered in these rules or in conflict with the provisions of the current effective laws, regulations, normative documents and the articles of association shall be implemented in accordance with the relevant national laws, regulations, normative documents and the articles of association.
Article 22 the right to interpret these rules belongs to the board of directors of the company.
Article 23 the detailed rules shall be implemented after being deliberated and approved by the board of directors of the company, and the same shall apply to amendments.
February 2002
