Working rules of the strategy committee of the board of directors
(reviewed and revised at the 27th meeting of the 8th board of directors on December 14, 2021) 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 decision-making efficiency and quality of major investment, and improve the corporate governance structure, in accordance with the company law of the people’s Republic of China, the governance standards for listed companies, the Yunnan Copper Co.Ltd(000878) articles of association and relevant provisions, The company establishes the strategy committee of the board of directors and formulates these 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 resolutions 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 members of the strategy committee shall be nominated by the chairman, 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), 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. Upon expiration of the term of office, members can be re elected. If any member ceases to hold the post of director of the company during his term of office, he will automatically lose his qualification as a 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 company’s development and construction department, financial assets department and other relevant departments are the work support institutions of the strategy committee.
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; （2） Study and put forward suggestions on major investment and financing schemes that must be approved by the board of directors according to the articles of Association;
（3） 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;
（4） Study and put forward suggestions on other major issues affecting the development of the company;
（5） Check the implementation of the above matters;
（6） Other matters authorized by the board of directors.
Article 9 the strategy committee shall be responsible to the board of directors, and the proposals of the committee shall be submitted to the board of directors for deliberation and decision.
Chapter IV decision making procedures
Article 10 the work support organization 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 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;
（2） The work support organization shall conduct preliminary review according to business functions and report to the Strategy Committee for the record;
（3） Relevant departments of the company or holding (joint-stock) enterprises negotiate agreements, contracts, articles of association and feasibility reports, and report to the work support organization according to their business functions;
（4） The work support organization reviews, issues written comments, and submits formal proposals to the strategy committee.
Article 11 the strategy committee shall hold a meeting for discussion, submit the discussion results to the board of directors and feed back to the work support organization.
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 securities department shall be responsible for organizing and arranging the meeting notification and liaison of the Committee. The meeting shall be presided over by the chairman. If the chairman is unable to attend, he may entrust another member to preside over it.
If the situation is urgent and it is necessary to convene an interim meeting 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, and the notice time limit of the interim meeting can be exempted with the unanimous consent of all members.
Article 13 the meeting of the strategy committee shall be held only when more than two-thirds of the members are present, and 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 at the meeting of the strategy committee is a show of hands or voting; It can be held by means of communication voting.
Article 15 the work support institution may attend the meeting of the strategy committee as nonvoting delegates, and may also invite directors and other senior managers of the company, personnel of relevant business departments, social experts and representatives of intermediary institutions to attend the meeting as nonvoting delegates when necessary to explain, provide advice or express opinions on the proposal.
Article 16 the chairman of the board of supervisors may attend or appoint representatives to attend the meetings of the Committee as nonvoting delegates according to the needs of supervision and inspection.
Article 17 if necessary, the strategy committee may hire an intermediary to provide professional advice for its decision-making, and the expenses shall be paid by the company.
Article 18 the convening procedures, voting methods and plans 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 19 the meeting of the strategy 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. The retention period of meeting minutes shall not be less than 10 years.
Article 20 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 21 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 22 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, 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 these Rules shall come into force and be implemented as of the date of adoption of the resolution of the board of directors.
Article 24 the right to interpret these rules belongs to the board of directors of the company.
