Shanghai Sk Automation Technology Co.Ltd(688155)
Implementation rules 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 company’s development plan, improve the investment decision-making procedures, strengthen the scientificity of decision-making, improve the efficiency and quality of major investment decisions, and improve the company’s governance structure, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the governance standards of listed companies According to the Shanghai Sk Automation Technology Co.Ltd(688155) 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 and formulates these rules.
Article 2 the strategy committee of the board of directors is a special working body established by 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 three directors, including one independent director.
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 one-third of all directors, and elected by the board of directors.
Article 5 the strategy committee shall have a convener (i.e. the chairman), who shall be responsible for convening and presiding over the meeting of the strategy committee. When the convener 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 convener of the strategy committee neither performs his duties nor designates other members to perform his duties on his behalf, any member can report the relevant situation to the board of directors of the company, and the board of directors of the company designates a member to perform the duties of the convener of the strategy 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) there has been no public condemnation or declaration of inappropriate candidates by the Shanghai Stock Exchange in the past three years;
(III) there has been no case of administrative punishment by the CSRC for major violations of laws and regulations in the past three years;
Ability of judgment and relevant professional knowledge or working background;
(V) comply with other conditions stipulated 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 strategy committee is the same as that of each board of directors. Upon expiration of the term of office, the members can be re elected. During the term of office, if a member no longer holds the position of director of the company, he will automatically lose the qualification of a member and make up the number of members in accordance with Articles 3 to 6 of these rules.
Article 9 if the number of members of the strategy committee is less than two-thirds of the specified number due to resignation or removal of members or other reasons, the board of directors of the company shall appoint new members as soon as possible. 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 10 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 11 main responsibilities and authorities of the strategy committee:
(I) study and put forward suggestions on the company’s long-term development plan, business objectives and development policies; (II) study and put forward suggestions on the company’s business strategy, including but not limited to product strategy, market strategy, marketing strategy, R & D strategy and talent strategy;
(III) study and put forward suggestions on major investment and financing schemes that must be approved by the board of directors or the general meeting of shareholders as stipulated in the articles of Association;
(IV) study and put forward suggestions on major capital operation and asset management projects that must be approved by the board of directors or the general meeting of shareholders as stipulated in the articles of Association;
(V) study and put forward suggestions on other major issues affecting the company’s development strategy;
(VI) track and inspect the implementation of the above matters and make corrections at any time;
(VII) other matters authorized by the board of directors of the company.
Article 12 the strategy committee shall be responsible to the board of directors and report its work. The strategy committee has the right to make proposals to the board of directors. The strategy committee shall prepare the resolutions, opinions or suggestions formed at the meeting into proposals or reports and submit them to the board of directors for deliberation and decision.
Article 13 when the strategy committee performs its duties, the relevant departments of the company shall cooperate, and the necessary expenses shall be borne by the company.
Chapter IV Rules of procedure
Article 14 the strategy committee shall hold at least one regular meeting in each fiscal year and notify all members five days before the meeting. The meeting shall be presided over by the convener. If the convener is unable to attend, he may entrust another member to preside over the meeting.
Regular meetings shall be held within four months after the end of the previous fiscal year. An interim meeting of the committee may be convened upon the proposal of more than half of the members.
Article 15 the meeting notice of the strategy committee 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.
Chapter V discussion and voting procedures
Article 16 the meeting of the strategy committee shall be held only when more than two-thirds of the members (including two-thirds) are present. Each member has one vote. The resolution made at the meeting must be adopted by more than half of all the members.
The directors of the company can attend the meeting of the strategy committee, but the non member directors have no voting right on the proposal of the meeting. Article 17 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.
Article 18 If a member of the strategy committee entrusts other members to attend the meeting and exercise voting rights on his behalf, he shall submit a power of attorney to the chairman of the meeting. The power of attorney shall be submitted to the chairman of the meeting no later than before the voting of the meeting.
Article 19 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 and 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 20 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 of the strategy committee fails to attend the meeting for two consecutive times, it shall be deemed that he cannot properly perform his functions and powers, and the board of directors of the company may remove him from his post.
Article 21 the strategy committee may discuss the topics of the meeting in the form of free speech, but attention shall be paid to maintaining the order of the meeting. Speakers shall not use offensive or other insulting or threatening language. The moderator has the right to decide the time for discussion.
Article 22 the meeting of the strategy committee shall adopt the rule of centralized deliberation and sequential voting on the matters discussed, that is, after all the proposals have been deliberated by all the members attending the meeting, the proposals shall be voted one by one according to the order of proposal deliberation. Article 23 If the Strategy Committee deems it necessary, it may call other personnel related to the proposal of the meeting to attend the meeting as nonvoting delegates to introduce the situation or express opinions, but non members of the strategy committee have no right to vote on the proposal.
Article 24 the voting method of the meeting of the strategy committee is a show of hands or voting. If the meeting resolution of the strategy committee is made by communication, the voting method is signature. The chairman of the meeting shall make statistics on the voting results of each proposal and publish them on the spot, and the meeting recorder shall record the voting results; An interim meeting may be held by means of communication voting.
Article 25 at the meeting of the strategy committee, supervisors and senior managers of the company may be invited to attend the meeting as nonvoting delegates when necessary.
Article 26 if necessary, the strategy committee may employ an intermediary to provide professional advice for its decision-making, and the expenses shall be paid by the company.
Chapter VI meeting resolutions and minutes
Article 27 after each proposal obtains the required number of valid votes, it shall be announced by the chairman of the meeting to form a resolution of the strategy committee.
Article 28 the convener of the strategy committee or the Secretary of the board of directors of the company shall report the relevant information of the meeting resolution to the board of directors of the company no later than the next day when the meeting resolution takes effect.
Article 29 the meeting of the strategy committee shall be recorded in writing, and the members attending the meeting shall sign on the meeting minutes. Members shall have the right to make explanations of their speeches in the minutes of the meeting. The minutes of the meeting of the strategy committee shall be kept by the Secretary of the board of directors as the company’s archives. During the duration of the company, the retention period shall not be less than ten years. If the impact of the relevant matter exceeds ten years, it shall continue to be retained until the impact of the matter disappears.
Article 30 the minutes of the meeting of the strategy committee 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 31 all personnel attending and attending the meeting as nonvoting delegates shall have the obligation to keep confidential the matters discussed at the meeting and shall not disclose relevant information without authorization.
Chapter VII avoidance system
Article 32 If a member of the strategy committee or his immediate family members or other enterprises controlled by a member of the strategy committee and his immediate family members have a direct or indirect interest in the topics discussed at the meeting, the member shall disclose the nature and extent of the interest to the strategy committee as soon as possible.
Article 33 in the event of the circumstances mentioned in the preceding article, the interested Members shall explain the relevant circumstances in detail at the meeting of the strategy committee and make it clear that they withdraw from voting on their own. However, if other members of the strategy committee agree after discussion that such interests will not have a significant impact on the voting matters, the interested members may participate in the voting. If the board of directors of the company considers that it is inappropriate for interested members in the preceding paragraph to participate in the voting, it may revoke the voting results of relevant proposals and require non interested members to vote on relevant proposals again.
Article 34 at the meeting of the strategy committee, without counting the interested members into the quorum, the proposal shall be deliberated and a resolution shall be made. After the withdrawal of interested members, if the strategy committee does not have the minimum quorum to attend the meeting, all members (including interested members) shall make resolutions on procedural issues such as submitting such proposals to the board of directors for deliberation, and the board of directors of the company shall deliberate such proposals.
Article 35 the minutes and resolutions of the strategy committee shall indicate that the interested members are not included in the quorum and do not participate in the voting.
Chapter VIII supplementary provisions
Article 36 these Rules shall come into force after being deliberated and adopted by the board of directors.
Article 37 matters not covered in these Rules shall be implemented in accordance with relevant national laws, administrative regulations, normative documents of CSRC, rules of Shanghai Stock Exchange and the articles of association. In case of any conflict between these detailed rules and the laws, administrative regulations, normative documents of CSRC and the rules of Shanghai Stock Exchange or the articles of association, the relevant laws, administrative regulations, normative documents of CSRC and the rules of Shanghai Stock Exchange or the articles of association shall prevail.
Article 38 the detailed rules shall be interpreted by the board of directors of the company.
Shanghai Sk Automation Technology Co.Ltd(688155) April 2002
