China Avionics Systems Co.Ltd(600372) detailed rules for the work of the strategy committee of the board of directors (reviewed and approved by the third meeting (Interim) of the seventh board of directors in 2022) March 2002
Chapter I General Provisions
Article 1 in order to meet the strategic development needs of China Avionics Systems Co.Ltd(600372) (hereinafter referred to as the company), enhance the core competitiveness of the company, determine the development plan of the company, improve the decision-making procedures, strengthen the scientificity of decision-making, improve the efficiency and quality of decision-making, and improve the corporate governance structure, In accordance with the company law of the people’s Republic of China, the standards for the governance of listed companies, the China Avionics Systems Co.Ltd(600372) articles of Association (hereinafter referred to as the articles of association) and other relevant provisions, the company hereby establishes the strategy committee of the board of directors (hereinafter referred to as the Strategy Committee) and formulates these working rules.
Article 2 the strategy committee is a special working body of 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 strategy committee is composed of six directors.
Article 4 the members of the strategy committee shall be nominated by the chairman of the board, 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 a 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. When the term of office expires, the members can 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 committee will make up the number of members according to the provisions of Articles 3 to 5 above. Chapter III responsibilities and authorities
Article 7 main responsibilities of the strategy committee:
（1） Study and make suggestions on the company’s long-term development strategic planning, business indicators and business plans;
（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 that must be approved by the board of directors according to the articles of Association;
（4） Study and put forward suggestions on other major issues affecting the development of the company;
（5） Put forward guiding opinions on the business indicators (including but not limited to annual revenue and profit objectives) and business plans of the company’s subsidiaries;
（6） Check the implementation of the above matters;
（7） Other matters authorized by the board of directors.
Article 8 the strategy committee shall be responsible to the board of directors, and the proposal of the committee shall be submitted to the board of directors for deliberation and decision.
Chapter IV working procedures
Article 9 the strategy committee may request relevant departments of the company to provide relevant materials on operation and development strategy according to work needs.
Article 10 the strategy committee shall hold a meeting for discussion according to the needs of the company’s development, and submit the discussion results to the board of directors for deliberation.
Chapter V rules of procedure
Article 11 the meeting of the strategy committee may be held from time to time according to needs. The meeting notice and materials shall be delivered to all members five days before the meeting. In case of emergency, on the premise of ensuring the presence of more than two-thirds of the members of the strategy committee, the convening of an interim meeting may not be subject to the time limit of the notice in the preceding paragraph. The meeting shall be presided over by the convener. If the convener is unable to attend, he may entrust another member to preside over the meeting.
Article 12 the meeting of the strategy committee shall be held only when more than two-thirds of the members are present; Each member has one vote; Resolutions made at the meeting must be adopted by more than half of all members.
Article 13 the voting method of the meeting of the strategy committee is a show of hands or a communication vote.
Article 14 the heads of relevant departments of the company 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 paid 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 detailed rules.
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 reported to the board of directors of the company in writing.
Article 19 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 20 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 prevail.
Article 21 the right to interpret these rules belongs to the board of directors of the company.
Article 22 these working rules shall be implemented from the date of adoption of the resolution of the board of directors, and the working rules of the special committee of the board of directors of AVIC avionics Co., Ltd. shall be repealed at the same time.
