Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738)
Rules of procedure of the strategy committee of the board of directors
(revised in April 2022)
Chapter I General Provisions
Article 1 in order to ensure the rationality of Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) (hereinafter referred to as “the company”) development strategic planning and the scientificity of investment decision-making, and enhance the core competitiveness of the company, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”), the governance standards of listed companies and other laws and regulations In accordance with the relevant provisions of normative documents and the articles of association of Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) company (hereinafter referred to as the articles of association), the board of directors of the company establishes the strategy committee of the board of directors and formulates these rules of procedure.
Article 2 the strategy committee is a special working organization established by the board of directors in accordance with the articles of association. It is mainly responsible for providing the basis for the board of directors to formulate the company’s development strategy and business strategy, and studying and making suggestions on the company’s medium and long-term development strategy and major investment and financing decisions. The committee is accountable to the board of directors.
Article 3 These Rules shall apply to the Committee and relevant personnel and departments involved in these rules.
Chapter II composition of the Committee
Article 4 the members of the strategy committee are composed of three to five directors, including at least one independent director.
Article 5 the members of the committee shall be nominated by the chairman or more than one-third of the directors or more than one-half of the independent directors and elected by the board of directors. The committee shall have a convener, who shall be the chairman of the company.
Article 6 the strategy committee shall have a chairman (convener), who shall be elected by all members. The chairman is responsible for presiding over the daily work of the Committee and convening and presiding over the meetings of the strategy committee. When the chairman of the strategy committee is unable or unable to perform his duties, he shall appoint another member to perform his duties on his behalf; When the chairman of the strategy committee is unable to perform his duties and does not appoint other members to perform his duties, more than half of the members can elect a member to perform the duties of the chairman of the strategy committee and report the relevant situation to the board of directors of the company in time. Article 7 The term of office of the strategy committee is the same as that of the board of directors. Upon expiration of the term of office, the members can be re elected. If a member ceases to hold the position of director of the company during the period, his qualification as a member will be automatically lost, and the committee will make up the number of members in accordance with the provisions of articles 4 to 6 above.
Upon the proposal of the chairman and the discussion and approval of the board of directors, the term of office of the committee members can be adjusted.
Chapter III responsibilities and authorities of the Committee
Article 8 main responsibilities of the strategy committee:
(I) study the company’s development strategy and medium and long-term development plan, put forward suggestions and submit them to the board of directors for deliberation and decision, and evaluate and monitor their implementation;
(II) study the company’s major business reorganization, external acquisition, merger and asset transfer, put forward suggestions and submit them to the board of directors for deliberation and decision;
(III) study the company’s expansion of new markets and new businesses, put forward suggestions and submit them to the board of directors for deliberation and decision;
(IV) study the company’s investment and financing, asset management and other projects that need to be considered by the board of directors, put forward suggestions and submit them to the board of directors for deliberation and decision;
(V) study the company’s major institutional restructuring and adjustment plan, put forward suggestions and submit them to the board of directors for deliberation and decision;
(VI) guide and supervise the implementation of relevant resolutions of the board of directors;
(VII) other functions and powers authorized by the board of directors. If necessary, the committee can hire external experts or intermediaries to provide professional advisory services.
Article 9 responsibilities of the convener of the Committee:
（1） Convene and preside over committee meetings;
（2） Supervise and inspect the work of the Committee;
（3） Sign relevant documents of the Committee;
（4） Report the work of the committee to the board of directors;
（5） Other duties required 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.
Article 11 the members of the strategic decision-making committee shall ensure sufficient time and energy to perform the work duties of the Committee and be diligent and responsible.
Chapter IV meetings of the Committee
Article 12 the committee shall hold meetings from time to time as necessary. Under any of the following circumstances, the convener of the committee shall notify all members by telephone, fax, mail, e-mail or direct service within 2 days from the date of occurrence:
（1） When the board of directors deems it necessary;
（2） When the convener of the Committee deems it necessary;
（3） When two or more members propose.
When an interim meeting needs to be held due to an emergency, the notice of the meeting may not be subject to the restrictions of the preceding paragraph on the premise that more than two-thirds of the members of the strategy committee are present.
Article 13 the contents of the meeting notice shall include the way, time, place, duration, topic, time of issuing the notice and relevant materials.
Article 14 members of the committee shall attend the meeting in person. If a member is unable to attend the meeting in person for some reason, he may submit a power of attorney signed by the member and entrust other members of the committee to attend and express their opinions on his behalf. The power of attorney shall specify the scope and duration of authorization. Members attending the meeting on their behalf shall exercise their rights within the scope of authorization. If a member fails to attend the meeting of the Committee in person, or entrust other members of the committee to exercise his rights on his behalf, or fails to submit written opinions before the meeting, he shall be deemed to have waived his rights. Members who are unable to attend the meeting in person may also exercise their rights by submitting written opinions on the matters discussed, but the written opinions shall be submitted to the convener no later than before the meeting is held.
Article 15 members of the committee did not attend the committee meeting in person for two consecutive times, did not entrust other members of the committee to attend on their behalf, and did not put forward written opinions before the meeting; Or if the number of times of attending the committee meetings in person within one year is less than three-quarters of the total number of meetings, it shall be deemed that it is unable to perform the duties of the committee, and the board of directors may re elect the members of the Committee in accordance with these rules.
Article 16 the meeting of the committee shall be held only when more than two-thirds of the members are present. The meeting shall be presided over by the convener of the Committee. If the convener of the committee is unable to attend the meeting, he may entrust other members of the committee to preside over the meeting.
Article 17 each member shall have one vote; Proposals made at the meeting must be adopted by more than half of all members.
Article 18 the meeting of the committee shall conduct research and Discussion on the matters discussed at the meeting, and the members of the committee shall express their opinions clearly, independently and fully according to their own judgment; In case of disagreement, it shall be stated in the minutes of the meeting submitted to the board of directors.
Article 19 the meeting of the committee shall generally be held in the form of on-site meeting. In case of special circumstances, under the condition of ensuring that the members of the committee can fully express their opinions, the meeting can be held by means of communication with the consent of the convener of the Committee. If communication is adopted, committee members shall submit written opinions on the matters discussed to the board of directors within the time limit required by the notice of the meeting.
Article 20 if necessary, the committee may invite directors, relevant senior managers, relevant experts or scholars, intermediaries and relevant personnel of the company to attend the meeting, and the expenses shall be paid by the company. Those attending the meeting as nonvoting delegates shall make explanations and explanations at the request of committee members.
Article 21 when a matter discussed by the Committee has an interest with a member of the committee, the member shall withdraw. If effective deliberation opinions cannot be formed due to the withdrawal of members, relevant matters shall be directly deliberated by the board of directors.
Article 22 all personnel attending the meeting shall be obliged to keep confidential the items discussed at the meeting and shall not disclose relevant information without authorization.
Article 23 the proposals and voting results adopted at the committee meeting shall be reported to the board of directors of the company in writing. After the proposal of the committee meeting is considered and approved by the board of directors, the general manager of the company shall be responsible for the implementation and feed back the results to the Committee.
Chapter V working organization of the Committee
Article 24 relevant departments of the company or holding (joint-stock) enterprises shall submit the intention of major investment and financing, capital operation, asset management projects, preliminary feasibility report, basic information of partners and other materials to the investment management department. After the initial review and project establishment by the investment management department, the securities management department shall submit a proposal to the strategy committee.
Article 25 the Secretary of the board of directors is responsible for organizing and coordinating the work of the Committee and relevant departments.
Article 26 the Secretary of the board of directors may attend the committee meetings as nonvoting delegates. The committee may invite other directors, supervisors and senior managers of the company to attend the meeting as nonvoting delegates if necessary. Article 27 the Securities Management Department of the company shall cooperate with the convener of the committee to complete the meeting affairs such as the preparation and issuance of meeting notices, the preparation and provision of relevant materials required for the items to be discussed at the meeting, and the liaison with relevant departments (including relevant experts or scholars of the company and intermediaries hired by the Committee in the process of meeting).
Other relevant functional departments of the company are responsible for providing support and cooperation for the work of the Committee. Article 28 the meeting minutes of the committee shall be prepared by the securities administration department of the company. The members attending the meeting shall review the meeting minutes and sign on the meeting minutes. As the company’s archives, the minutes of the meeting shall be kept in the company’s archives room and kept by the Secretary of the board of directors for a period of ten years.
Chapter VI supplementary provisions
Article 29 matters not covered in these rules of procedure shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict between these rules of procedure 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 these rules of procedure shall be revised in time.
Article 30 these rules of procedure shall be formulated, revised and interpreted by the board of directors of the company, and shall come into force after being reviewed and approved by the board of directors of the company. The original rules of procedure of the strategy committee of the board of directors of Lanzhou minbai (Group) Co., Ltd. shall be repealed simultaneously.
