Henan Liliang Diamond Co.Ltd(301071)
Rules of procedure of the strategy committee
Chapter I General Provisions
Article 1 in order to meet the strategic development needs of Henan Liliang Diamond Co.Ltd(301071) (hereinafter referred to as “the company”), improve the development planning level 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 (hereinafter referred to as “the company law”) The company has established a strategy committee under the board of directors (hereinafter referred to as the “strategy committee”) in accordance with the standards for corporate governance of listed companies, the guidelines for self-regulation of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the Henan Liliang Diamond Co.Ltd(301071) articles of Association (hereinafter referred to as the “articles of association”), the rules of procedure of Henan Liliang Diamond Co.Ltd(301071) board of directors and other relevant provisions, And formulate these working rules.
Article 2 the strategy committee 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 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, more than half of the independent directors or more than one-third of the directors and elected by the board of directors.
Article 5 the strategy committee shall have a chairman (convener), who shall be the chairman.
Article 6 The term of office of the members of the strategy committee shall be the same as the term of office of the members of the strategy committee. 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 rules of procedure of the board of directors and these detailed rules.
Article 7 the Secretary of the board of directors shall be responsible for the daily work liaison, meeting organization and resolution implementation of the strategy committee.
Chapter III responsibilities and authorities
Article 8 main responsibilities of the strategy committee:
(I) study the company’s long-term development strategic planning and put forward suggestions;
(II) study and put forward suggestions on major investment and financing schemes that must be decided by the board of directors according to the articles of Association;
(III) study and put forward suggestions on major capital operation and asset management projects decided or proposed by the board of directors according to the articles of Association;
(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 chairman or the board of directors for deliberation and decision.
Chapter IV decision making procedures
Article 10 the Secretary of the board of directors is responsible for coordinating and coordinating relevant departments of the company to make preparations for the preliminary project analysis and evaluation of the decision-making of the strategy committee, and providing relevant materials:
(I) information on major investment and financing, capital operation, intention of asset management projects, preliminary feasibility report and basic information of partners;
(II) put forward evaluation opinions on the benefits and risks of the project and report them to the Strategy Committee for the record;
(III) draft investment suggestions, transaction structure design scheme, risk control terms and equity management methods, and submit formal proposals to the strategy committee.
Article 11 the strategy committee shall hold a meeting according to the feasibility report and materials provided by the Secretary of the board of directors, submit the meeting conclusions and formed proposals to the chairman or the board of directors, and feed back to the office of the board of directors. Chapter V rules of procedure
Article 12 the meeting of the strategy committee shall be notified to all members three 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 to preside over the meeting.
If the situation is urgent and it is necessary to convene the meeting of the strategy committee as soon as possible, the meeting notice can be sent by telephone or other oral means at any time, but the convener shall make an explanation at the meeting.
After the notice of the meeting of the strategy committee is issued, if it is necessary to change the time and place of the meeting or add, change or cancel the proposal of the meeting, it shall obtain the approval of all the members of the strategy committee attending the meeting in advance and make corresponding records.
Article 13 the meeting of the strategy committee can be held on site or by communication, and the voting method is a show of hands or a written vote.
Article 14 the Secretary of the board of directors may attend the meeting of the strategy committee as nonvoting delegates, and 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 strategy committee may hire an intermediary to provide professional advice for its decision-making, and the expenses shall be borne by the company.
Article 16 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 measures.
Article 17 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 18 the proposals and voting results adopted at the meeting of the strategy committee shall be submitted to the chairman or the board of directors in writing.
Article 19 all personnel attending 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 working rules shall come into force from the date of adoption of the resolution of the board of directors.
Article 21 matters not covered in these 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 and regulations and the revised 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.
Henan Liliang Diamond Co.Ltd(301071) February 25, 2022
