Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) “rules of procedure of the strategy committee of the board of directors”
Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209)
Rules of procedure of the strategy committee of the board of directors
(revised in 2022)
Chapter I General Provisions
Article 1 in order to meet the needs of strategic development, enhance the company’s core competitiveness, determine the company’s development plan and improve the investment decision-making procedures, the strategy committee of the board of directors is hereby established and these rules are formulated in accordance with the company law of the people’s Republic of China, the Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) articles of Association (hereinafter referred to as the articles of association) and other relevant laws and regulations.
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. Its main responsibility is to study and make 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 three directors, including at least 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 chairman who shall be elected by the members of the strategy committee. If the chairman of the company is elected as a member of the strategy committee, the chairman shall serve as the chairman.
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 committee will make up the number of members according to the provisions of Articles 3 to 5 above.
Article 7 when the number of members of the committee is less than two-thirds of the required number, the board of directors of the company shall timely add new members. When the number of members of the committee is less than two-thirds of the specified number, the committee shall suspend the exercise of its functions and powers specified in these rules.
Chapter III responsibilities and authorities
Article 8 main responsibilities and authorities of the strategy committee:
（1） Study and make suggestions on the company’s medium and long-term development strategy and major investment decisions;
Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) “rules of procedure of the strategy committee of the board of directors”
(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;
（3） 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;
（4） Study and put forward suggestions on major capital operation and asset management projects subject to the approval of the board of directors as stipulated in the articles of Association;
（5） Study and put forward suggestions on other major issues affecting the development of the company;
（6） Check the implementation of the above matters;
（7） Other matters authorized by the board of directors.
Article 9 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 10 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 decision making procedures
Article 11 the Secretary Office of the board of directors shall coordinate all relevant departments of the company to provide the following written materials to the Strategy Committee for decision-making:
（1） The person in charge of the company’s relevant departments or wholly-owned subsidiaries and holding (joint-stock) subsidiaries shall report the intention of major investment and financing, capital operation, asset management projects, preliminary feasibility report, basic information of partners and other materials;
（2） Relevant departments of the company or wholly-owned subsidiaries and holding (joint-stock) subsidiaries negotiate agreements, contracts, articles of association and feasibility reports, and report to the Strategy Committee;
（3） Relevant departments of the company shall review and issue written opinions.
Article 12 the strategy committee shall hold a meeting to discuss the submitted proposal and submit the discussion results to the board of directors.
Chapter V rules of procedure
Article 13 the strategy committee shall hold meetings at least twice a year and notify all members five days before the meeting. The meeting shall be presided over by the chairman. If the chairman is unable to attend, he may entrust other members to preside over the meeting.
Article 14 the meeting notice can be sent in written form such as personal service, fax, express mail or e-mail. The meeting notice shall at least include the time, place, convening method, topics to be discussed at the meeting
Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) “rules of procedure of the strategy committee of the board of directors”
Contact person and contact information of the meeting, date of sending the meeting notice. If the time is urgent, it can be notified by telephone. In this case, the meeting notice shall at least include the time, place, convening method, topics to be discussed at the meeting, as well as the description of the urgent need to convene the meeting as soon as possible, and send a written notice afterwards. Article 15 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 16 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. A member can only entrust one other member to exercise the voting right on his behalf at a time. If two or more members are entrusted to exercise the voting right on his behalf, the entrustment is invalid.
Article 17 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 the premise of the meeting.
Article 18 the power of attorney shall at least include the following contents:
(I) name of the client;
(II) name of the principal;
(III) entrusted matters;
(IV) instructions on the exercise of voting rights on the topics of the meeting (consent, objection, 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.
The power of attorney shall be signed by the principal and the principal.
Article 19 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 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 may remove its members from office.
Article 20 the meeting of the strategy committee may take the form of on-site meeting or off-site meeting. Unless otherwise specified in the articles of association or these rules, on the premise of ensuring the full expression of opinions of the members, the committee may make a resolution by means of communication voting, which shall be signed by the members participating in the meeting.
Article 21 the voting method of the meeting of the strategy committee is a show of hands or voting. If communication voting 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.
Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) “rules of procedure of the strategy committee of the board of directors”
Article 22 the strategy committee may invite directors, supervisors and senior managers of the company to attend the meeting as nonvoting delegates when necessary.
Article 23 when necessary, the strategy committee may hire an intermediary to provide professional advice for its decision-making, and the expenses shall be paid by the company.
Article 24 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 rules.
Article 25 the meeting of the strategy committee shall have minutes, which shall be signed by the members attending the meeting; The minutes of the meeting shall be kept by the Secretary of the board of directors of the company.
Article 26 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 27 the minutes of the meeting of the strategy committee shall at least include the following contents: the date and place of the meeting and the name of the convener; The names of the persons attending the meeting and those entrusted by others to attend the meeting shall be specially indicated; Agenda of the meeting; Key points of members’ speeches; Voting methods and results of each resolution or proposal; Other matters that should be explained and recorded in the minutes of the meeting.
Article 28 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 VI supplementary provisions
Article 29 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 30 the term “above” in these rules includes this number; “Over” and “below” do not include this number. Article 21 the power of interpretation of these rules belongs to the board of directors of the company.
Article 32 these Rules shall come into force from the date of deliberation and adoption by the board of directors.
Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209)
April 15, 2022
