Beijing Zznode Technologies Co.Ltd(003007)
Working rules of the strategy committee of the board of directors
Chapter I General Provisions
Article 1 in order to improve the governance structure of Beijing Zznode Technologies Co.Ltd(003007) (hereinafter referred to as “the company”), enhance the core competitiveness of the company, determine the development plan of the company, improve the investment decision-making procedures, strengthen the scientific nature of decision-making, and improve the efficiency and quality of major investment decisions, according to the company law of the people’s Republic of China According to the Beijing Zznode Technologies Co.Ltd(003007) 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 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.
Chapter II personnel composition
Article 3 the members of the strategy committee are composed of six directors, including two independent 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 more than one-third of all directors, and elected by the board of directors.
After the proposal to elect members is passed, the new members will take office immediately after the meeting of the board of directors.
Article 5 the strategy committee shall have a chairman who shall be responsible for presiding over the work of the Committee; The chairman shall be elected from among the members and reported to the board of directors for the record.
Article 6 The term of office of the members of the strategy committee is the same as that of the directors. When the term of office expires, the members can be re elected. If a member of the Committee ceases to hold the position of director of the company due to resignation or other reasons during the period, his membership will be automatically lost when he ceases to hold the position of director. The board of directors shall add new members in accordance with the articles of association and these rules.
Article 7 the Secretary of the board of directors is responsible for the specific coordination between the strategy committee and the board of directors.
Article 8 the strategy committee shall set up an investment review team, with the chairman of the company’s strategy committee as the leader of the investment review team, and one or two deputy leaders if necessary.
Chapter III responsibilities and authorities of the strategy committee
Article 9 main responsibilities and authorities of the strategy committee:
(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 major asset operation 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) check the implementation of the above matters;
(VI) other matters authorized by the board of directors.
Article 10 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 decision making procedures of the strategy committee
Article 11 the investment review team shall be responsible for the preliminary preparations for the decision-making of the strategy committee and provide the relevant materials 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, asset management projects, preliminary feasibility reports, basic information of partners and other materials;
(II) the investment review team shall conduct the preliminary review, sign and issue the project proposal, and report to the Strategy Committee for the record; (III) relevant departments of the company or holding (participating) enterprises negotiate agreements, contracts, articles of association and feasibility reports, and report to the investment review team;
(IV) the investment review team shall review and issue written opinions, and submit preliminary proposals to the strategy committee.
Article 12 the strategy committee shall hold a meeting according to the initial proposal of the investment review group for discussion, submit the discussion results to the board of directors as a formal proposal, and feed back to the investment review group at the same time.
Article 13 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.
Chapter V rules of procedure of the strategy committee
Article 14 the meeting of the strategy committee shall be proposed by the members of the strategy committee and held as needed. The notice of the meeting shall be sent to all members by hand, fax and mail two days before the meeting. The meeting shall be presided over by the chairman. If the chairman is unable to attend, he may entrust other members to preside over the meeting.
Article 15 the meeting of the strategy committee shall be attended by the members themselves. If the members themselves are unable to attend for some reason, they may entrust other members in writing to attend on their behalf; If a member fails to attend the meeting of the strategy committee or entrust a representative to attend, he shall be deemed to have waived his voting right at the meeting.
If a member of the strategy committee fails to attend the meeting in person or entrust other members to attend the meeting of the Strategy Committee for two consecutive times, he shall be deemed unable to perform his duties, and the strategy committee shall recommend the board of directors to replace him.
Article 16 the meeting of the strategy committee shall be held only when more than half of the members are present; Each member has one vote; The resolution made at the meeting must be adopted by more than half of all members, and the members present at the meeting must sign the resolution.
Article 17 the voting method of the meeting of the strategy committee is a show of hands or voting; An interim meeting may be held by means of communication voting.
When the meeting of the strategy committee discusses the topics related to the members of the committee, the related members shall withdraw. The meeting of the strategy committee can be held when more than half of the unrelated members are present, and the resolutions made at the meeting must be adopted by more than half of the unrelated members; If the number of unrelated members attending the meeting is less than half of the total number of unrelated members of the strategy committee, the matter shall be submitted to the board of directors for deliberation.
Article 18 the strategy committee may invite other directors, supervisors and relevant senior managers of the company to attend the meeting as nonvoting delegates when necessary.
Article 19 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 working rules.
Article 20 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 and relevant documents shall be kept by the Secretary of the board of directors of the company for a period of not less than 10 years. Article 21 the proposals, resolutions and votes adopted at the meeting of the strategy committee shall be submitted to the board of directors of the company in writing by the Secretary of the board of directors for deliberation and approval.
Article 22 all members attending the meeting shall be obliged to keep confidential the items discussed at the meeting and shall not disclose relevant information without authorization, otherwise they shall be liable for the adverse consequences arising therefrom.
Chapter VI supplementary provisions
Article 23 “more than” and “at least” in these rules of work include this number, and “more than half” does not include this number.
Article 24 matters not covered in these working rules shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict between these working 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 25 these rules of procedure shall come into force from the date of deliberation and approval by the board of directors, and the board of directors shall be responsible for the interpretation.
Beijing Zznode Technologies Co.Ltd(003007) March 15, 2022
