Guangxi Liugong Machinery Co.Ltd(000528) working rules of the strategy committee of the board of directors
(revised in December 2021)
catalogue
Chapter I General Provisions Chapter II composition of the Strategy Committee Chapter III functions, powers and obligations of the Strategy Committee Chapter IV working procedures of the Strategy Committee Chapter V rules of procedure of the Strategy Committee 4 Chapter VI Supplementary Provisions five
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 company's governance structure, In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the guidelines for the governance of listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the stock listing rules of Shenzhen Stock Exchange and other relevant laws, regulations, rules, normative documents and the Guangxi Liugong Machinery Co.Ltd(000528) articles of Association (hereinafter referred to as the "articles of association") ）The strategy committee of the board of directors (hereinafter referred to as the "strategy committee") is established in combination with the actual situation of the company, and these working rules are formulated.
Article 2 the strategy committee is a special working organization established by the board of directors in accordance with the resolution of the general meeting of shareholders. It carries out work under the leadership of the board of directors, is responsible to the board of directors, studies and puts forward suggestions on the company's long-term development strategy and major investment decisions. The proposal of the strategy committee shall be submitted to the board of directors for review and decision.
Chapter II composition of the strategy committee
Article 3 the strategy committee is composed of seven to nine directors.
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.
Each term of office is the same as that of the board of directors. He may resign before the expiration of his term of office. Upon expiration of the term of office, he may 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 shall make up the number of members in time in accordance with the provisions of these detailed rules. Before the board of directors makes up the number of members in time according to the working rules, the original members still perform relevant functions and powers according to the working rules.
Article 4 the strategy committee shall have a director (convener) to preside over the work of the strategy committee. The director of the strategy committee shall be held by the chairman of the company.
Article 5 members of the strategy committee shall meet the following conditions:
(i) It is not prohibited from serving as a director, supervisor or senior manager of the company as stipulated in the company law or the articles of Association;
（2） Be familiar with relevant national laws and regulations, have relevant professional knowledge and experience in enterprise strategic management, and be familiar with the operation and management of the company;
（3） Abide by the principle of integrity, be honest and self disciplined, be loyal to their duties, and actively carry out work to safeguard the rights and interests of the company and shareholders; (IV) have strong comprehensive analysis and judgment ability, be able to deal with problems related to the company's development strategy and major investment decisions, and be able to work independently;
（5） Comply with other conditions specified in relevant laws, regulations, rules, normative documents or the articles of association.
Chapter III functions, powers and obligations of the strategy committee
Article 6 the main responsibilities and authorities of the strategy committee are as follows:
(i) Study and make suggestions on the company's long-term development strategy and major investment decisions;
（2） Review and put forward suggestions on major investment and financing plans, major capital operation and asset management projects studied and formed by the company's management;
（3） Review and put forward suggestions on major capital operation and asset operation projects that must be approved by the board of directors or with an investment of more than 50 million yuan according to the articles of Association;
（4） Establish and improve the strategic control and evaluation system;
（5） Study and put forward suggestions on other major issues affecting the development of the company;
（6） Inspect and supervise the implementation of the above matters, study and analyze the implementation, and put forward suggestions for improvement and adjustment to the board of directors;
（7） Other matters authorized by the board of directors.
Article 7 the proposal of the strategy committee shall be submitted by the director of the strategy committee to the board of directors for deliberation. The strategy committee shall submit a work report to the board of directors. The contents of the work report include but are not limited to:
(i) Research and suggestions on the company's long-term development strategic planning;
（2） Research and suggestions on major capital operation and asset management projects;
（3） Analyze, evaluate and assess the implementation of the strategy every year;
（4） Report the work of the strategy committee and other matters required by the board of directors.
Article 8 the working funds of the strategy committee shall be included in the company's budget. If necessary, the strategy committee can hire intermediaries and other professionals to provide professional opinions for its decision-making. The reasonable expenses incurred by the strategy committee in hiring consultants and professionals when exercising its functions and powers shall be borne by the company. The reasonable expenses incurred by the members of the strategy committee in attending the meeting of the strategy committee shall be paid by the company.
Article 9 the director of the strategy committee shall perform the following duties according to law;
(i) Convene and preside over the meeting of the Strategy Committee;
（2） Examine, approve and sign the report of the Strategy Committee;
（3） Check the implementation of the resolutions and recommendations of the Strategy Committee;
（4） Report to the board of directors on behalf of the Strategy Committee;
（5） Other duties that should be performed by the director of the strategy committee.
When the director of the strategy committee is unable to perform his duties for some reason, he shall appoint a member of the strategy committee to exercise his functions and powers on his behalf.
Article 10 members of the strategy committee shall perform the following obligations:
(i) Faithfully perform their duties and safeguard the interests of the company and shareholders in accordance with laws, administrative regulations and the articles of Association; （2） The company's secrets shall not be disclosed except in accordance with the law or with the consent of the general meeting of shareholders and the board of directors;
（3） Be responsible for the authenticity, objectivity and compliance of the contents of the reports or documents submitted to the board of directors.
Chapter IV working procedures of the strategy committee
Article 11 the strategy committee shall follow the principle of scientific and democratic decision-making, and major issues and important issues shall be decided through collective discussion.
Article 12 the strategy committee shall formulate a work plan within the scope of its responsibilities, find and study major problems related to the overall and long-term development of the company, timely put forward opinions on solving problems to the board of directors, and give full play to the role of "think tank" of the strategy committee.
Article 13 a working group is set up under the strategy committee. The group leader is the Senior Strategic Officer in charge of the company, and other members of the group are composed of the company's strategy, finance, R & D, marketing and other departments and the Secretariat of the board of directors. The daily work is sponsored by the strategy department and assisted by the Secretariat of the board of directors and other departments.
Article 14 the working group is mainly responsible for meeting management and resolution supervision of the strategy committee.
Article 15 the working group shall be responsible for the preliminary preparations for the decision-making of the strategy committee, Provide relevant information of the company: (I) the person in charge of relevant departments of the company or holding (participating) enterprises is responsible for negotiating agreements, contracts, articles of association and feasibility reports related to major investment and financing, capital operation and asset operation projects, and reporting project intention, preliminary feasibility report and basic information of partners to the working group;
（2） The formal proposal shall be submitted to the strategy committee after being reviewed by the working group and reviewed and approved by the company's management.
Article 16 the strategy committee shall hold a meeting according to the proposal of the working group for discussion, submit the discussion results to the board of directors and feed back to the working group at the same time.
Chapter V rules of procedure of the strategy committee
Article 17 the strategy committee shall hold two meetings every year to inspect, evaluate and assess the implementation of the company's strategy, and put forward opinions on the adjustment of long-term development strategy according to the actual situation. An interim meeting may be convened to consider major matters of the company.
Article 18 when the strategy committee holds a meeting, it shall notify the members of the strategy committee in writing (including e-mail) of the meeting time, place and main matters proposed to be discussed three days in advance. The interim meeting shall be notified three days in advance. The meeting can be held only when more than two-thirds of the members are present.
Article 19 members of the strategy committee shall attend the meeting on time and fully express their opinions on the matters to be discussed or deliberated. The strategy committee may invite other directors, supervisors, senior managers and members of the strategy working group of the company to attend the meeting as nonvoting delegates when it deems necessary. All personnel attending or attending the meeting as nonvoting delegates shall have the obligation to keep confidential the matters discussed at the meeting and shall not disclose relevant information without authorization.
Article 20 If a member of the strategy committee is unable to attend the meeting for some reason, he may entrust other members in writing to exercise his functions and powers on his behalf. The power of attorney shall specify the name, agency matters, authority and validity period of the agent, and shall be signed or sealed by the principal and agent. The strategy committee shall request the board of directors to replace the members who do not attend the meeting for two consecutive times or entrust other members to exercise their functions and powers on their behalf.
Article 21 the meeting of the strategy committee shall make a resolution by voting or show of hands, and each member shall have one vote. The resolution of the strategy committee shall be adopted by more than half of all members. If the members present at the meeting hold different opinions on the voting results, they shall submit the different opinions together with the proposal of the strategy committee to the board of directors of the company.
Article 22 the meeting of the strategy committee shall have clear minutes. The minutes of the meeting shall include the time and place of the meeting, the host, participants, topics, discussion process and voting results (the voting results shall indicate the number of votes for, against or abstaining and their reasons). The members and agents attending the meeting shall sign the minutes.
Article 23 the minutes, resolutions and relevant meeting materials of the strategy committee shall be kept by the Secretary of the board of directors as the company's archives for at least ten years during the existence of the company.
Chapter VI supplementary provisions
Article 24 The term "above" as mentioned in these rules includes this number.
Article 25 in case of any conflict between the relevant provisions of these rules and the newly promulgated relevant laws, administrative regulations, rules, normative documents and the articles of association modified by legal procedures, the provisions of the newly promulgated laws, administrative regulations, rules, normative documents and the articles of association modified by legal procedures shall prevail.
Article 26 the detailed rules of work are formulated by the board of directors and shall come into force and come into force from the date of deliberation and adoption by the board of directors, as well as when they are revised.
Article 27 the board of directors shall be responsible for the interpretation of these rules.
Guangxi Liugong Machinery Co.Ltd(000528) December 13, 2021
