Yifan Pharmaceutical Co.Ltd(002019)
YIFAN PHARMACEUTICAL CO.,LTD.
Rules of procedure of the strategy committee
(revised in April 2002)
catalogue
Chapter I General Provisions two
Chapter II personnel composition Chapter III responsibilities and authorities Chapter IV convening and notification of the meeting Chapter V discussion and voting procedures of the meeting 5 Chapter VI Supplementary Provisions 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, according to 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 Yifan Pharmaceutical Co.Ltd(002019) 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 (hereinafter referred to as the "strategy committee") and formulates these rules of procedure.
Article 2 the strategy committee of the board of directors is a special working body established by the board of directors in accordance with the resolution of the general meeting of shareholders, 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 shall be composed of five directors, including at least two independent directors. Article 4 the members of the strategy committee shall be elected by the board of directors and elected by more than half of all directors. Article 5 the strategy committee shall have a chairman (convener), who shall be the chairman of the company.
Article 6 the provisions of the company law and the articles of association on the qualifications and obligations of directors are applicable to the members of the strategy committee.
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. Before the expiration of the term of office of the members of the strategy committee, they shall not be removed from their positions without cause unless they are prohibited from holding their posts in accordance with the company law and the articles of association. During this period, if a member no longer holds the position of director of the company, he will automatically lose the qualification of member, and the company will make up the number of members according to the provisions of Articles 3 to 5 above.
Article 8 when 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 add new members as soon as possible.
Article 9 the strategy committee has an office (which can be located in the Secretariat of the board of directors of the company), which is headed by the person in charge of project investment of the company, who is responsible for daily work liaison, meeting organization and implementation of relevant resolutions of the meeting.
Article 10 the company shall disclose the personnel of the strategy committee, including the composition, professional background and personnel changes.
Chapter III responsibilities and authorities
Article 11 main responsibilities and authorities of the strategy committee:
(I) study the company's long-term development strategic plan 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 matters authorized by the board of directors.
Article 12 the strategy committee shall be responsible to the board of directors, and the proposals of the committee shall be submitted 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; If necessary, the strategy committee can hire an intermediary to provide professional advice, and the relevant expenses shall be borne by the company.
Chapter IV convening and notification of meetings
Article 14 the strategy committee is divided into regular meetings and interim meetings.
The strategy committee shall hold at least one regular meeting within four months after the end of each fiscal year. The director of the company's strategy committee or two or more (including two) members may jointly request the convening of an interim meeting of the strategy committee.
Article 15 the meeting of the strategy committee can be held in the form of on-site meeting or off-site meeting such as fax, video, videophone and telephone.
Article 16 the meeting of the strategy committee shall be convened and presided over by the chairman of the Committee. When the chairman of the committee is unable or unable to perform his duties, he shall appoint another member to act on his behalf; When the chairman of the Committee 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 of the company designates a member to perform the duties of the chairman of the strategy committee.
Article 17 the regular meeting of the strategy committee shall be notified five days before the meeting, and the interim meeting shall be notified three days before the meeting.
In case of emergency, if the strategy committee needs to make a resolution immediately, for the purpose of the interests of the company, the convening of an interim meeting of the committee may not be limited by the relevant notice method and time limit, but the convener shall make an explanation at the meeting. A meeting of the committee may be convened upon the proposal of more than half of the members.
Article 18 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.
Article 19 the meeting of the strategy committee can be notified by means of personal delivery, fax, the company's ERP office system, e-mail, telephone, etc.
If no written objection is received within 2 days from the date of sending the notice by telephone, e-mail and other quick notification methods, the notified person shall be deemed to have received the meeting notice.
Chapter V proceedings and voting procedures of the meeting
Article 20 the strategy committee shall be held only when more than two-thirds of its members are present.
The directors of the company can attend or attend the meeting of the strategy committee as nonvoting delegates, and the non member directors have no voting right on the proposal of the meeting.
Article 21 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. If a member of the strategy committee entrusts other members to attend the meeting and exercise voting rights on his behalf, a power of attorney shall be submitted 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.
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, he shall be deemed unable to properly perform his functions and powers. The board of directors of the company may remove its members.
Article 22 If the Strategy Committee deems it necessary, it may convene other personnel related to the proposal of the meeting to attend the meeting, introduce the situation or express opinions, but non members of the strategy committee have no voting right on the proposal.
Article 23 the office of the strategy committee is responsible for the preliminary preparations for the decision-making of the strategy committee and providing relevant materials for the company's major investment projects.
Article 24 members present at the meeting shall deliberate on the proposals and fully express their personal opinions in a serious and responsible manner; Members shall be responsible for their individual voting.
Article 25 when a member of the strategy committee has a direct or indirect interest in the topic discussed at the meeting, the member shall withdraw from voting on relevant bills.
After the withdrawal of interested members, if the number of members attending the meeting is less than the number specified in these rules of procedure, the proposal shall be submitted to the board of directors for deliberation. The withdrawal shall be stated in the minutes and resolutions of the audit committee.
Article 26 the meeting shall vote by open ballot. On the premise of ensuring that members can fully express their opinions, the meeting can be conducted by fax, telephone and other communication methods, and resolutions can be made by mail, fax and other means, which shall be signed by the members participating in the meeting. If communication is adopted, the members of the committee who sign the resolution of the meeting shall be deemed to have attended the relevant meeting and agreed to the content of the resolution. Each member shall have one vote. Resolutions made at the meeting shall be valid only with the consent of more than half of all members (including those who did not attend the meeting).
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.
Article 27 members' voting intentions are divided into affirmative, negative and abstention. The members attending the meeting shall choose one of the above intentions. If they fail to choose or choose more than two intentions at the same time, the convener of the meeting shall require the relevant members to choose again. If they refuse to choose, they shall be deemed to have abstained; Those who leave the venue halfway and do not return without making a choice shall be deemed to have abstained. If a member votes after the chairman of the meeting announces the voting results or after the specified voting time limit expires, the voting situation shall not be counted.
Article 28 the meeting of the strategy committee shall be recorded in writing, and the members attending the meeting and the recorder shall sign the meeting minutes. Members present at the meeting shall have the right to request that explanatory records be made on the minutes of their speeches at the meeting.
The minutes of the meeting of the strategy committee shall be kept by the Secretariat of the board of directors as the company's archives for 10 years.
Article 29 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) voting method and result of each resolution or proposal (the voting result shall indicate the number of votes in favor, against or abstaining);
(VI) other matters that should be explained and recorded in the meeting minutes.
Article 30 the annual work report of the board of directors of the company shall disclose the work contents of the strategy committee in the past year, including the convening of meetings and resolutions.
Article 31 members of the strategy committee shall be obliged to keep confidential the relevant information of the company they have learned before such information is made public.
Chapter VI supplementary provisions
Article 32 these rules of procedure shall be implemented from the date of deliberation and approval by the board of directors, and the rules of procedure of the strategy committee of the board of directors previously formulated by the company shall be repealed at the same time.
Article 33 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 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 prevail.
Article 34 the power of interpretation of these rules belongs to the board of directors of the company.
