Xinjiang International Industry Co.Ltd(000159) board of directors
Implementation rules of the strategy committee
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 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 guidelines for the governance of listed companies According to the articles of association and other relevant provisions, the company hereby 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 in accordance with the resolution of the general meeting of shareholders, 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 shall be composed of five 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 elected from among the members and reported to the board of directors for election.
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 committee will make up the number of members according to the provisions of Articles 3 to 5 above.
Article 7 the strategic committee shall set up a strategic investment review team, with the general manager of the company as the leader and a deputy leader.
Chapter III responsibilities and authorities
Article 8 the main responsibilities and authorities of the strategy committee: (I) analyze and study the company’s development strategic plan and put forward written suggestions; (II) study and put forward written suggestions on major investment and financing schemes that must be approved by the board of directors according to the articles of Association; (III) study and put forward written suggestions on major capital operation, asset restructuring and integration plans that must be approved by the board of directors according to the articles of Association; (IV) study other major issues affecting the development of the company and put forward written suggestions; (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. The proposal of the committee shall be submitted to the board of directors for deliberation and decision. The committee shall make a work report to the board of directors after the end of each fiscal year.
Chapter IV decision making procedures
Article 10 the strategic investment review team is responsible for the preliminary preparations for the decision-making of the strategic committee: (I) providing the company’s major investment and financing, capital operation letter of intent, preliminary feasibility report, basic information of partners and other materials; (II) preliminary examination of basic materials such as investment and financing plans, issuance of project approval opinions and reporting to the Strategy Committee for the record; (III) listen to the report on the negotiation of agreements, contracts, articles of association and feasibility reports conducted by relevant departments of the company or holding enterprises, and report to the Strategy Committee; (IV) collect and sort out relevant industry data of the company for decision-making reference of the Strategy Committee; (V) formulate the asset reorganization and integration plan of the company’s existing industry and submit it to the Strategy Committee for deliberation; (VI) draft the company’s development strategic plan and submit it to the strategy committee. Article 11 the strategy committee shall hold a meeting according to the proposal of the strategic investment review group for discussion, submit the discussion results to the board of directors and feed back to the strategic investment review group at the same time.
Chapter V rules of procedure
Article 12 the strategy committee shall hold a meeting every six months in each fiscal year and notify all members seven days before the meeting. The meeting shall be presided over by the chairman. If the chairman is unable to attend, he may entrust another member (independent director) 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; The meeting can be held by means of communication voting.
Article 15 the leader and deputy leader of the strategic investment review group may attend the meeting of the strategic committee as nonvoting delegates, and may also invite directors, supervisors and other senior managers of the company to attend the meeting as nonvoting delegates when necessary.
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 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 the implementation rules shall be implemented on a trial basis from the date of adoption of the resolution of the general meeting of shareholders.
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 these 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 rules belongs to the board of directors of the company.
Xinjiang International Industry Co.Ltd(000159)
Board of directors
February 22, 2002
Xinjiang International Industry Co.Ltd(000159) board of directors
Implementation rules of the nomination committee
Chapter I General Provisions
Article 1 in order to regulate the selection of directors and senior managers of Xinjiang International Industry Co.Ltd(000159) (hereinafter referred to as the company), optimize the composition of the board of directors and improve the corporate governance structure, the company hereby establishes the nomination committee of the board of directors and formulates these implementation rules in accordance with the company law of the people’s Republic of China, the governance standards for listed companies, the articles of association and other relevant regulations.
Article 2 the nomination committee of the board of directors is a special working organization established by the board of directors in accordance with the resolution of the general meeting of shareholders, which is mainly responsible for studying and making suggestions on the selection criteria, procedures and candidates of directors, general manager and other senior managers of the company.
Chapter II personnel composition
Article 3 the nomination committee is composed of five directors, and independent directors account for more than half.
Article 4 the members of the nomination committee shall be nominated by the chairman of the board of directors, more than half of the independent directors or one-third of all the directors, and shall be elected by the board of directors.
Article 5 the nomination committee shall have a chairman, who shall be an independent director and be responsible for presiding over the work of the Committee; The chairman shall be elected from among the members and reported to the board of directors for approval.
Article 6 The term of office of the nomination 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 committee will make up the number of members according to the provisions of Articles 3 to 5 above.
Chapter III responsibilities and authorities
Article 7 the main responsibilities and authorities of the nomination committee:
(I) put forward written suggestions to the board of directors on the scale and composition of the board of directors according to the company’s business activities, asset scale and equity structure;
(II) study the selection criteria and procedures of directors, general managers and other senior managers, formulate normative documents and submit them to the board of directors for deliberation and approval;
(III) extensive search for qualified candidates for directors, general managers and other senior managers;
(IV) review the candidates for directors and managers according to the selection criteria and procedural documents adopted by the board of directors and put forward written suggestions;
(V) submit a written recommendation letter to the board of directors for other senior managers who need to be appointed by the board of directors;
(VI) other matters authorized by the board of directors.
Article 8 the nomination 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; Without sufficient reasons or reliable evidence, the controlling shareholders shall fully respect the recommendations of the nomination committee, otherwise they cannot propose alternative directors and managers. The committee shall make a report to the board of directors after the end of each fiscal year.
Chapter IV decision making procedures
Article 9 the nomination committee shall, in accordance with the provisions of relevant laws and regulations and the articles of association, and in combination with the actual situation of the company, study the election conditions, selection procedures and term of office of the company’s directors, general manager and other senior managers, form a backup resolution, submit it to the board of directors for adoption and implement it.
Article 10 procedures for the selection of directors, general managers and other senior managers:
(I) the nomination committee shall actively communicate with relevant departments of the company, study the company’s needs for new directors, general managers and other senior managers, and form written materials;
(II) the nomination committee can widely search for candidates for directors and managers within the company, holding (participating) enterprises and the talent market;
(III) collect the occupation, educational background, professional title, detailed work experience, part-time job and other information of the candidates and form written materials;
(IV) solicit the nominee’s consent to the nomination, otherwise he cannot be selected as a director or manager;
(V) convene a meeting of the nomination committee to examine the qualifications of the primary candidates according to the terms of office of directors and managers;
(VI) one to two months before the election of new directors and the appointment of new general managers and other senior managers, put forward suggestions and relevant materials on the candidates for directors and newly appointed managers to the board of directors;
(VII) carry out other follow-up work according to the decisions and feedback of the board of directors.
Chapter V rules of procedure
Article 11 the nomination committee shall hold a meeting at least once every six months in each fiscal year and notify all members seven days before the meeting. The meeting shall be presided over by the chairman. If the chairman is unable to attend, he may entrust another member (independent director) to preside over the meeting.
Article 12 the meeting of the nomination 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 13 the voting method of the nomination committee meeting is a show of hands or voting; The meeting can be held by means of communication voting.
Article 14 the nomination committee may invite directors, supervisors and other senior managers of the company to attend the meeting as nonvoting delegates when necessary.
Article 15 if necessary, the nomination committee may employ an intermediary to provide professional advice for its decision-making, and the expenses shall be paid by the company.
Article 16 the convening procedures, voting methods and proposals adopted at the meeting of the nomination committee must comply with the provisions of relevant laws, regulations, the articles of association and these measures.
Article 17 the meeting of the nomination committee shall have minutes, which shall be signed by the members attending the meeting; The minutes of the meeting shall be kept by the Secretary of the board of directors of the company.
Article 18 the proposals and voting results adopted at the meeting of the nomination committee shall be reported to the board of directors of the company in writing.
Article 19 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 20 the implementation rules shall be implemented on a trial basis from the date of adoption of the resolution of the general meeting of shareholders.
Article 21 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 these 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 22 the right to interpret these rules belongs to the board of directors of the company.
Xinjiang International Industry Co.Ltd(000159)
Board of directors
February 22, 2002
Xinjiang International Industry Co.Ltd(000159) board of directors
Implementation rules of salary and assessment committee
Chapter I General Provisions
Article 1 in order to further establish and improve the assessment and salary management system of Xinjiang International Industry Co.Ltd(000159) (hereinafter referred to as the company) directors (non independent directors) and senior managers (hereinafter referred to as the general manager and other senior managers) and improve the corporate governance structure, in accordance with the company law of the people’s Republic of China, the governance standards of listed companies, the articles of association and other relevant provisions, The company hereby establishes the remuneration and assessment committee of the board of directors and formulates these implementation rules.
Article 2 the remuneration and assessment committee is a special working organization established by the board of directors in accordance with the resolution of the general meeting of shareholders, which is mainly responsible for formulating and assessing the assessment standards of the company’s directors, general manager and other senior managers; Responsible for formulating and reviewing the company’s directors, general manager and other senior managers
