Working system of strategy and Investment Committee of the board of directors
(revised 2022)
Chapter I General Provisions
Article 1 in order to improve the corporate governance structure, meet the needs of the company’s strategic development, improve the investment decision-making procedures, strengthen the scientificity of decision-making, and improve the decision-making efficiency and quality of major investment, in accordance with the provisions of the company law of the people’s Republic of China, the guidelines for the governance of listed companies and other laws, regulations, normative documents and the articles of association, The strategy and Investment Committee of the board of directors (hereinafter referred to as the “strategy and Investment Committee”) is hereby established and the working system is formulated.
Article 2 the strategy and Investment Committee is a special working body under 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.
Article 3 the Department responsible for strategic investment of the company is the counterpart Office of the strategy and Investment Committee.
The Secretary Office of the board of directors of the company is responsible for the meeting organization, meeting minutes and file management of the strategy and Investment Committee.
Chapter II personnel composition
Article 4 the strategy and Investment Committee is composed of 5 to 7 directors.
Article 5 the members of the strategy and Investment Committee shall be nominated by the chairman, more than half of the independent directors or one-third of all the directors, and elected by the board of directors.
Article 6 the strategy and Investment Committee shall have a convener to preside over the work of the strategy and Investment Committee.
Article 7 The term of office of the strategy and Investment Committee is the same as that of the board of directors. Upon expiration of the term of office, the members can be re elected. During this period, if a member no longer holds the position of director of the company, he will automatically lose the qualification of member, and a new member will be elected by the board of directors to make up the number.
Chapter III responsibilities of the Committee
Article 8 the responsibilities of the strategy and Investment Committee include the following aspects:
(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 approved 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 that must be approved 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) inspect the implementation of the above major matters;
(VI) other matters authorized by the board of directors.
Article 9 the strategy and Investment Committee shall be responsible to the board of directors, and its proposal shall be submitted to the board of directors for deliberation and decision.
Chapter IV meetings of the Committee
Article 10 if the strategy and investment committee holds a meeting as needed, it shall notify all members in writing, fax, e-mail or telephone before the meeting. The meeting was convened and presided over by the convener of the strategy and Investment Committee. When the convener is unable or refuses to perform his duties, he shall appoint a member to perform his duties on his behalf.
Article 11 the meeting of the strategy and Investment Committee shall be held only when more than two-thirds of the members are present.
Article 12 the meeting of the strategy and investment committee can be held by on-site meeting or communication, or by a combination of on-site meeting and communication.
The voting method of the meeting is written voting. Each member has one vote; Resolutions made at the meeting must be adopted by more than half of all members.
Article 13 members of the strategy and Investment Committee shall attend the meeting in person and express clear opinions on the matters under consideration. 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. Each member shall be entrusted by at most one member. If an independent director is unable to attend the meeting in person for some reason, he shall entrust other independent director members to attend the meeting on his behalf.
Article 14 the strategy and Investment 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 strategy and Investment Committee may hire an intermediary to provide professional advice for its decision-making, and the relevant expenses shall be borne by the company.
Article 16 the convening procedures, voting methods and proposals adopted at the meeting of the strategy and Investment Committee must comply with the provisions of relevant laws and regulations, the articles of association and this system.
Article 17 minutes of the meeting of the strategy and Investment Committee shall be made, and the members attending the meeting shall sign on the minutes; The minutes of the meeting shall be kept by the Secretary Office of the board of directors of the company. The storage period shall not be less than 10 years.
Article 18 the deliberation opinions adopted at the meeting of the strategy and Investment Committee shall be submitted to the board of directors of the company 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 V supplementary provisions
Article 20 matters not covered in this system shall be implemented in accordance with relevant laws, regulations, normative documents, articles of association and other relevant systems.
Article 21 in case of any change in relevant laws, regulations, normative documents, articles of association and rules of procedure of the board of directors, resulting in the conflict between the system and the provisions of the above documents, the board of directors shall modify the system in time.
Article 22 the system shall be revised and interpreted by the board of directors of the company.
Article 23 this system shall be implemented from the date of deliberation and approval by the board of directors, and the original working system of the strategy and Investment Committee of the board of directors of Ningbo Dahongying Industrial Investment Co., Ltd. (revised in 2008) shall be abolished at the same time.
