Rules of procedure of the strategy committee of the board of directors
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 planning in the company law, improve the investment decision-making procedures, strengthen the scientificity of decision-making, improve the efficiency and quality of major investment decisions, and improve the corporate governance structure, according to the company law of the people’s Republic of China (hereinafter referred to as the company law) These rules are formulated in combination with the actual situation of the company in accordance with the relevant laws, regulations, rules, normative documents such as the standards for the governance of listed companies (revised in 2018) (announcement [2018] No. 29 of China Securities Regulatory Commission) and the relevant provisions of the Guanglian Aviation Industry Co.Ltd(300900) articles of Association (hereinafter referred to as the articles of association).
Article 2 the strategy committee is a special committee under the board of directors of the company and is responsible to the board of directors.
Article 3 the strategy committee is mainly responsible for studying and making suggestions on the company’s long-term development strategy and major investment decisions.
Chapter II members of the strategy committee
Article 4 the strategy committee is composed of three directors of the company.
Article 5 the members of the first strategy committee shall be nominated by the chairman, others by the nomination committee and elected by the board of directors. The strategy committee has a convener, who is nominated by the chairman and approved by the board of directors, and is responsible for presiding over the work of the Committee.
Article 6 members of the strategy committee must meet the following conditions:
(I) it is not prohibited from serving as a director, supervisor or senior manager of the company as stipulated in the company law or the articles of Association;
(II) in the last three years, there has been no public condemnation by the stock exchange or criticism in more than three circulars or public recognition as inappropriate candidates, and the time limit has not expired;
(III) there has been no administrative penalty imposed by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) in the past three years;
(IV) there is no situation that the CSRC has taken measures to prohibit the entry into the securities market that may not serve as directors, supervisors and senior managers of listed companies, and the term has not expired;
(V) the case has not been filed by the judicial organ of the people’s Republic of China for suspected violation of the law, or the investigation conclusion has not been made clear by the judicial organ of the people’s Republic of China;
(VI) there is no case of being publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or being included in the list of dishonest Executees by the people’s court;
(VII) have good moral conduct and professional knowledge or working background related to enterprise management; (VIII) meet other conditions specified in relevant laws, regulations or the articles of association.
Article 7 a person who does not meet the conditions for holding a post specified in the preceding Article shall not be elected as a member of the strategy committee.
If a member of the strategy committee is unfit for the position specified in the preceding article during his term of office, the member shall resign on his own initiative or be replaced by the board of directors of the company.
Article 8 The term of office of the members of the strategy committee is the same as that of the directors. After the expiration of their term of office, members may 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. In order to make the composition of the strategy committee meet the requirements of these rules, the board of directors shall make up the number of members in time according to these rules. Before the board of directors makes up the number of members in time according to these rules, the original members still perform relevant functions and powers according to the working system.
Article 9 the provisions of the company law and the articles of association on the obligations of directors shall apply to the members of the strategy committee.
Chapter III responsibilities and authorities
Article 10 the functions and powers of the strategy committee are as follows:
(I) study and make suggestions on the company’s long-term development strategy and major investment decisions;
(II) study and make suggestions on major investment and financing schemes that must be approved by the board of directors;
(III) study and put forward suggestions on major capital operation and asset management projects subject to the approval of the board of directors;
(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 11 the responsibilities and authorities of the convener of the strategy committee are as follows:
(I) convene and preside over the meeting of the Strategy Committee;
(II) supervise and inspect the implementation of the resolutions of the meeting of the Strategy Committee;
(III) sign important documents of the Strategy Committee;
(IV) report to the board of directors regularly;
(V) other functions and powers authorized by the board of directors.
Chapter IV Rules of procedure
Article 12 the meeting of the strategy committee shall be notified to all members five days before the meeting; An interim meeting may be held upon the proposal of more than half of the members or the convener of the strategy committee, and all members shall be notified three days before the meeting.
Article 13 the meeting of the strategy committee 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 14 the notice of the meeting shall at least include the following contents:
(I) time and place of the meeting;
(II) duration of the meeting;
(III) topics to be discussed at the meeting;
(IV) meeting contact person and contact information;
(V) date of meeting notice.
Article 15 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 16 members of the strategy committee may attend the meeting in person or entrust other members to attend the meeting and exercise their voting rights on their behalf.
If other members are entrusted to attend the meeting and exercise voting rights on their behalf, a power of attorney shall be submitted to the chairman of the meeting, and the power of attorney shall be submitted to the chairman of the meeting no later than before the voting of the meeting.
Article 17 the power of attorney shall be signed by the principal and the principal, and shall at least include the following contents: (I) the name of the principal;
(II) name of the principal;
(III) entrusted matters;
(IV) instructions on the exercise of voting rights on the topics of the meeting (for, against, abstention) and instructions on whether the entrusted person can vote according to his own will in the absence of specific instructions;
(V) the period of authorization;
(VI) signing date of power of attorney.
Article 18 If a member of the strategy committee neither attends the meeting in person nor entrusts other members to attend the meeting on his behalf, he shall be deemed not to attend the relevant meeting. If a member fails to attend the meeting for two consecutive times, it shall be deemed that he is unable to properly perform his functions and powers, and the board of directors of the company may revoke his duties as a member.
Article 19 the voting method of the strategy committee meeting is a show of hands or voting.
Article 20 the meeting of the strategy committee can be held in the form of on-site meeting and communication meeting. Communication meetings include teleconference, video conference and written proposal meeting.
Article 21 when the meeting of the strategy committee is held in the form of written proposal, the written proposal shall be sent to all members by fax, express mail or personal delivery. After the members vote on the proposal, the original shall be sent back to the company for filing. If the number of members who sign and agree meets the number specified in these rules, the proposal will become a resolution of the Committee.
Article 22 the strategy committee shall hold a meeting and may invite other directors, supervisors, President and other senior managers of the company to attend the meeting as nonvoting delegates when necessary. If necessary, the strategy committee can hire an intermediary to provide professional advice for its decision-making at the expense of the company.
Article 23 the meeting of the strategy committee shall have minutes, and after the meeting, the minutes and resolutions of the meeting shall be formed and submitted to the board of directors (unless they cannot be submitted due to legal or regulatory restrictions). All members attending the meeting shall sign the minutes and resolutions of the meeting. If the members present at the meeting disagree with the resolution of the meeting, it shall be indicated in the meeting minutes or meeting minutes. The minutes of the meeting shall be kept by the Secretary of the board of directors of the company. During the existence of the company, the retention period shall not be less than 10 years.
Article 24 the minutes of the meeting shall at least include the following contents:
(I) the date and place of the meeting and the name of the convener;
(II) the names of the persons attending the meeting and those entrusted by others to attend the meeting shall be specially indicated;
(III) agenda of the meeting;
(IV) key points of members’ speeches;
(V) the voting method of each resolution or proposal and the voting results indicating the number of votes for, against or abstaining;
(VI) other matters that should be explained and recorded in the meeting minutes.
Article 25 the members of the strategy committee or the Secretary of the board of directors of the company shall notify the board of directors of the proposals and voting results adopted at the meeting of the strategy committee no later than the day after the resolution of the meeting takes effect (unless such notification is impossible due to legal or regulatory restrictions).
Article 26 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 27 Unless otherwise specified, “above” mentioned in these Rules shall include this number.
Article 28 unless otherwise specified, the terms used in these rules have the same meaning as those in the articles of association.
Article 29 matters not covered in these Rules shall be implemented in accordance with relevant national laws, regulations, normative documents and the relevant provisions of 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 30 these Rules shall come into force from the date of deliberation and adoption by the board of directors.
Article 31 the board of directors of the company shall be responsible for the interpretation of these rules.
Guanglian Aviation Industry Co.Ltd(300900) March 18, 2022
