Sichuan Tianwei Electronic Co.Ltd(688511)
Working rules of the strategy committee of the board of directors
Chapter I General Provisions
Article 1 in order to meet the strategic development needs of Sichuan Tianwei Electronic Co.Ltd(688511) (hereinafter referred to as “the company”), enhance the core competitiveness of the company, determine the development plan of the company, improve the business development level and ability, improve the investment decision-making procedures, strengthen the scientificity of decision-making, improve the efficiency and quality of major decisions, and improve the corporate governance structure, In accordance with the company law of the people’s Republic of China, the guidelines for the governance of listed companies, the Sichuan Tianwei Electronic Co.Ltd(688511) articles of association and other relevant provisions, and in accordance with the relevant resolutions of the board of directors, the company hereby establishes the strategy committee of the board of directors and formulates these working rules.
Article 2 the strategy committee of the board of directors is a special working body established according to the resolution 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 five directors.
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 all directors, and elected by the board of directors.
Article 5 the strategy committee shall have a chairman (convener), who shall be the chairman; The chairman is responsible for presiding over the work of the Committee.
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 board of directors will make up the number of members according to the provisions of Articles 3 to 5 above.
Article 7 when the strategy committee performs its duties, the relevant departments of the company shall cooperate, and the daily operation expenses of the strategy committee shall be borne by the company.
Chapter III responsibilities and authorities
Article 8 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 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) check the implementation of the above matters;
(VI) other functions and powers authorized by the board of directors of the company.
Article 9 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 Rules of procedure
Article 10 the strategy committee is divided into regular meetings and interim meetings.
Article 11 the regular meeting of the strategy committee shall be held at least once a year, which shall be convened by the chairman of the strategy committee. If the chairman is unable to perform his duties for some reason, it shall be convened by other members designated by the chairman; If no candidate is appointed for the chairman, it shall be convened by another member of the strategy committee. The interim meeting shall be proposed by the members of the strategy committee as needed.
Article 12 the meeting of the strategy committee shall be notified to all members three days before the meeting. The meeting shall be presided over by the chairman. If the chairman is unable to attend, he may entrust another member to preside over the meeting.
Article 13 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 14 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.
Article 15 the strategy committee may invite other directors, supervisors and other senior managers of the company to attend the meeting as nonvoting delegates when it deems necessary.
Article 16 if necessary, the strategy committee may employ accounting firms, law firms and other intermediaries to provide professional advice for its decision-making, and the expenses shall be paid by the company.
Article 17 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 convening procedures, voting methods and proposals adopted at the meeting of the strategy committee must comply with the provisions of relevant laws, regulations, the articles of association and these detailed rules.
Article 19 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 for a period of not less than ten years.
Article 20 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 21 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 V supplementary provisions
Article 22 The term “above” as mentioned in these working rules includes this number, and the terms “over” and “insufficient” do not include this number. Article 23 the working rules shall come into force from the date of adoption of the resolution of the board of directors.
Article 24 matters not covered in these Rules shall be implemented in accordance with relevant national laws, administrative regulations, normative documents and the articles of Association; In case of any conflict between the working rules and the laws, administrative regulations, normative documents issued by the state in the future or the articles of association modified by legal procedures, the provisions of relevant national laws, administrative regulations, normative documents and the articles of association shall be implemented, and the working rules shall be revised immediately and submitted to the board of directors for deliberation and approval. Article 25 the power of interpretation of these rules belongs to the board of directors of the company.
Sichuan Tianwei Electronic Co.Ltd(688511) March 25, 2022
