Inner Mongolia Tianshou Technology&Development Co.Ltd(000611)
Working rules of the strategy committee
(approved by the board of directors on March 22, 2022)
Chapter I General Provisions
Article 1 in order to meet the strategic development needs of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) (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 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”) The company hereby establishes a strategic committee of the board of directors and formulates these working rules in accordance with the standards for the governance of listed companies, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) companies (hereinafter referred to as the “articles of association”) and other relevant provisions.
Article 2 the strategy committee is a special organization under the board of directors of the company, which is mainly responsible for studying the company’s development strategic planning and major investment decisions, making suggestions to the board of directors, reporting its work to the board of directors and being responsible to the board of directors.
Chapter II personnel composition
Article 3 the members of the strategy committee are composed of three directors, including one independent director.
Article 4 the members of the strategy committee shall be nominated by the chairman, more than half of the independent directors or more than one-third of the directors and elected by the board of directors.
Article 5 the strategy committee shall have a chairman (convener) who shall be responsible for presiding over the work of the Committee and convening and presiding over the meetings of the strategy committee. The chairman shall be nominated by more than half of all members and submitted to the board of directors for approval. When the chairman is unable or unable to perform his duties, he shall appoint another member to perform his duties on his behalf; When the chairman neither performs his duties nor designates other members to perform his duties, any member can report the relevant situation to the board of directors of the company, and the board of directors designates a member to perform the duties of the chairman of the strategy committee.
Article 6 The term of office of the members of the strategy committee is the same as that of the directors of the same board of directors, and they can be re elected. Before the expiration of a member’s term of office, he shall not be dismissed without reason unless he is prohibited from holding office as stipulated in the company law, the articles of association or these detailed rules. 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.
Article 7 when the number of members of the strategy committee is less than two-thirds of the specified number due to resignation, removal or other reasons, the board of directors of the company shall add new members in time. Until the number of members of the strategy committee reaches two-thirds of the specified number, the strategy committee shall suspend the exercise of the functions and powers specified in these rules.
Article 8 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.
Article 9 the strategy committee shall set up an investment review team, which is a daily office responsible for daily work liaison and meeting organization. The general manager of the company shall be the leader of the investment review team.
Chapter III responsibilities and authorities
Article 10 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 and the general meeting of shareholders 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 and the general meeting of shareholders according to the articles of Association;
(IV) study and put forward suggestions on other major issues affecting the development of the company;
(V) inspect and evaluate the implementation of the above matters, and put forward written opinions on the inspection and evaluation results;
(VI) other matters authorized by the board of directors.
Article 11 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. If relevant proposals need to be approved by the general meeting of shareholders, they shall be submitted to the general meeting of shareholders for deliberation in accordance with legal procedures.
Chapter IV decision making procedures
Article 12 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, capital operation, asset management projects, preliminary feasibility report, basic information of partners and other materials; (II) the investment review team shall conduct the preliminary review, and the team leader shall sign and issue the project approval opinion, which shall be reported to the Strategy Committee for the record;
(III) relevant departments of the company or holding (joint-stock) enterprises negotiate agreements, contracts, articles of association and feasibility reports, and report to the Strategy Committee;
(IV) the investment review team shall review and issue written opinions, and submit formal proposals to the strategy committee.
Article 13 the strategy committee shall hold a meeting according to the proposal of the investment review group for discussion, submit the discussion results to the board of directors and feed back to the investment review group at the same time.
Chapter V rules of procedure
Article 14 the meeting of the strategy committee is divided into regular meeting and interim meeting. The regular meeting shall be held at least once a year; The interim meeting is proposed by the members of the strategy committee.
Article 15 the meeting of the strategy committee shall be presided over by the chairman and all members shall be notified seven days before the meeting. If the chairman is unable to attend, he may entrust another member to preside over the meeting. The notice of the interim meeting shall be issued one day before the meeting.
More than two thirds of the members of the strategy committee shall attend the meeting; Each member has one vote; Resolutions made at the meeting must be adopted by more than half of all members.
Article 17 the voting method of the strategy committee meeting is a show of hands or voting. An interim meeting may be held by means of communication voting. If the meeting is held by means of communication voting, the members’ signature on the meeting resolution shall be deemed to have attended the relevant meeting and agreed to the contents of the meeting resolution.
Article 18 the strategy committee may also invite directors, supervisors and other senior managers of the company to attend the meeting as nonvoting delegates if necessary.
Article 19 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 20 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 21 the meeting of the strategy committee shall be recorded in writing, and the members attending the meeting shall sign on the meeting minutes; The minutes of the meeting shall be kept by the Securities Department of the company for 10 years.
Article 22 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 23 all members present at the meeting are obliged to keep confidential the matters discussed at the meeting, shall not disclose relevant information without authorization, and shall strictly abide by the relevant provisions of the measures for the administration of information disclosure of listed companies.
Chapter VI supplementary provisions
Article 24 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 issued by the state in the future and the articles of association modified by legal procedures, the provisions of relevant national laws, regulations and the articles of association shall prevail. Article 25 the right to interpret the detailed rules belongs to the board of directors of the company.
Article 26 the resolution of the board of directors shall come into force on the date of adoption and implementation of the detailed rules.
