Cosco Shipping Specialized Carriers Co.Ltd(600428)
Working rules of the strategic decision making Committee of the board of directors
general provisions
Article 1 in order to meet the needs of Cosco Shipping Specialized Carriers Co.Ltd(600428) (hereinafter referred to as “the company”) strategic development, strengthen the scientificity and standardization of strategic decision-making and improve the corporate governance structure, these detailed rules are formulated 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 provisions.
Article 2 the strategic decision-making committee is a special committee under the board of directors and is responsible to the board of directors.
Article 3 members of the strategic decision-making committee shall ensure sufficient time and energy to perform the work duties of the Committee and be diligent.
Chapter II personnel composition
Article 4 the strategic decision-making committee is composed of three to five directors. The strategic decision-making committee shall be nominated by the chairman, more than one-half of the independent directors or more than one-third of the directors and elected by the board of directors.
Article 5 the strategic decision-making committee shall have a director, who shall be held by the chairman and be responsible for presiding over the work of the Committee.
Article 6 the members of the strategic decision-making committee of the board of directors are composed of the directors of the same session of the board of directors and elected by the meeting of the board of directors. They can be re elected, and their term of office is the same as that of the same session of the board of directors. If any member ceases to hold the position of director during the period, he will automatically lose the qualification of member and shall be elected in accordance with the provisions of articles 4 to 5.
Article 7 the company shall provide necessary working conditions for the strategic decision-making committee. When the strategic decision-making committee performs its duties, the company’s management and relevant departments shall cooperate.
Article 8 the strategic decision-making committee shall set up a working group as the daily working body, with the company’s strategy and enterprise management department / securities affairs department and shipping operation related departments as the leading units to be responsible for daily work liaison and meeting organization. The members of the working group need not be members of the strategic decision-making committee.
Chapter III responsibilities and authorities
Article 9 the strategic decision-making committee shall, in accordance with the provisions of laws and regulations, the articles of association or the requirements of the board of directors
Please perform the following duties:
(i) Study and put forward suggestions on the medium and long-term development strategic planning of the company;
（2） Be responsible for evaluating the formulation and implementation process of the company’s strategic plan;
（3） Provide suggestions for the company’s development objectives and policies;
（4） Study and make suggestions for major investment decisions of the company;
（5） Check the implementation of the above matters;
（6） Other matters authorized by the board of directors.
Chapter IV decision making procedures
Article 10 the strategic decision-making committee may hold meetings as needed. When two or more members of the strategic decision-making committee propose, or the director of the strategic decision-making Committee deems it necessary, a meeting may be held.
Article 11 the meeting of the strategic decision-making committee shall be presided over by the chairman. In the absence of the chairman, a member may be entrusted to preside over the meeting. Each meeting shall be held only when two-thirds or more of the members are present at the meeting. Each member has one vote. The resolutions made at the meeting shall be valid after being passed by more than half of all the members.
Article 12 members of the strategic decision-making committee shall attend the meeting in person and express clear opinions on the matters under consideration. Voting shall be carried out by one person, one vote, by name and in writing. If a member is unable to attend the meeting in person for some reason, he may submit a power of attorney signed by the member and entrust other members to attend and express their opinions on his behalf. The power of attorney must specify the scope and duration of authorization.
Article 13 the meeting of the strategic decision-making committee shall be held on site. On the premise of ensuring that members can fully express their opinions, the meeting of the strategic decision-making committee can also be held by means of communication, or by means of on-site and communication at the same time. Communication methods include video conference, telephone conference, written conference, etc.
Article 14 the strategic decision-making committee shall prepare minutes and resolutions of the meeting. Members attending the meeting shall sign the minutes and resolutions of the meeting.
Article 15 the deliberation opinions adopted at the meeting of the strategic decision-making committee shall be submitted to the board of directors of the company in writing.
Article 16 the strategic decision-making committee may invite directors, supervisors, senior managers and other relevant personnel of the company to attend the meeting as nonvoting delegates and provide necessary information when it deems necessary.
Article 17 the strategic decision-making committee may employ intermediaries to provide professional opinions. The expenses related to the performance of the duties of the strategic decision-making committee shall be borne by the company.
Article 18 the convening procedures, voting methods and proposals adopted at the meeting of the strategic decision-making committee shall comply with the provisions of relevant laws and regulations, the articles of association and these detailed rules.
Article 19 members and non voting participants of the meeting shall be responsible for the confidentiality of the matters of the meeting and shall not disclose relevant information without authorization.
Chapter V supplementary provisions
Article 20 the relevant documents, plans, schemes, proposals, resolutions and minutes (records) of the strategic decision-making committee shall be properly kept by the personnel or institutions in charge of daily work for a period of five years.
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, 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.
Article 23 these Rules shall come into force after the resolution of the board of directors is adopted.
Cosco Shipping Specialized Carriers Co.Ltd(600428)
Board of directors
December, 2021
