Guangdong Ellington Electronics Technology Co.Ltd(603328) Strategy Committee Working Rules
Guangdong Ellington Electronics Technology Co.Ltd(603328) board of directors
Working rules of the strategy committee
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 corporate governance structure, the company hereby establishes the strategy Committee of the board of directors in accordance with the company law of the people’s Republic of China, the guidelines for the governance of listed companies, the articles of association and other relevant provisions, And formulate these working rules.
Article 2 the strategy committee of the board of directors is a special working mechanism established by the board of directors in accordance with the resolution of the general meeting of shareholders
It 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 term of office of the strategy committee is the same as that of the board of directors. Upon expiration of the term of office, members can be re elected. During this period, if a member no longer holds the position of director of the company, he will automatically lose his qualification as a member, and the committee will make up the number of members in time in accordance with these rules.
Article 4 composition of members of the strategy committee:
(I) the members of the strategy committee are composed of five directors, including one independent director.
(II) the members of the strategy committee shall be nominated by the chairman, more than 1 / 2 independent directors or one-third of all directors and elected by the board of directors.
(III) the strategy committee shall have a chairman (convener), who shall be the chairman of the company.
Chapter III responsibilities and authorities
Article 5 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) major capital operation and asset management projects that must be approved by the board of directors as stipulated in the articles of association
Guangdong Ellington Electronics Technology Co.Ltd(603328) Strategy Committee Working Rules
Conduct research and make suggestions;
(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 6 after reviewing the matters specified in Article 5, the strategy committee shall form a meeting resolution of the strategy committee and submit it together with relevant proposals to the board of directors of the company for deliberation.
Article 7 the strategy committee is responsible to the board of directors.
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. Article 8 the strategic committee shall exercise its functions and powers in accordance with the relevant provisions of the company law, the articles of association and these detailed rules, and shall not damage the legitimate rights and interests of the company and shareholders.
Article 9 the office of the board of directors is responsible for the preparation and liaison of the meeting of the strategy committee.
Chapter IV Rules of procedure
Article 10 Rules of procedure of the strategy committee:
(I) all members of the strategy committee shall be notified five 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.
(II) 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.
(III) 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.
(IV) the person in charge of the office of the board of directors may attend the meeting of the strategy committee as nonvoting delegates, and may also invite directors, supervisors and other senior managers of the company to attend the meeting as nonvoting delegates when necessary.
(V) if necessary, the strategy committee can hire an intermediary to provide professional advice for its decision-making, and the expenses shall be paid by the company.
(VI) 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 measures.
(VII) the proposal and the result of the strategy committee of the company shall be passed in writing. Article 11 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.
Guangdong Ellington Electronics Technology Co.Ltd(603328) Strategy Committee Working Rules
Article 12 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 13 the detailed rules of work shall be implemented on a trial basis from the date of adoption of the resolution of the board of directors.
Article 14 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 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 the rules shall be revised immediately and submitted to the board of directors for deliberation and approval.
Article 15 the detailed rules shall be interpreted by the board of directors of the company.
Guangdong Ellington Electronics Technology Co.Ltd(603328) April 2022
