Implementation rules of the strategy committee of the board of directors
(revised in April 2022)
Chapter I General Provisions
Article 1 in order to meet the needs of the company’s strategic development, determine the company’s long-term strategic development plan, enhance the company’s core competitiveness, 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 corporate governance structure, in accordance with the relevant provisions of the company law of the people’s Republic of China, the guidelines for the governance of listed companies, the articles of association and other laws and regulations, The company hereby establishes the strategy committee of the board of directors and formulates the implementation rules.
Article 2 the strategy committee of the board of directors is a special working organization established by the board of directors in accordance with the resolution of the general meeting of shareholders, which is mainly responsible for studying the long-term development strategy and major investment decisions of the company and making suggestions to the board of directors.
Chapter II personnel composition
Article 3 the strategy committee is composed of five to seven directors.
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 (convener) to preside over the work of the Committee; The chairman of the board of directors shall serve as the chairman of the company.
Article 6 The term of office of the members of the strategy committee is the same as that of the board of directors. Upon expiration of their term of office, members may 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 the strategy committee shall set up a working organization group to be responsible for daily work liaison and meeting organization. Chapter III responsibilities and authorities
Article 8 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) 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) supervise and inspect the implementation process of the above matters;
(VI) other functions and powers authorized by the board of directors.
Article 9 the strategy committee shall be responsible to the board of directors of the company, and the proposal of the committee shall be submitted to the board of directors for deliberation and decision. Chapter IV decision making procedures
Article 10 the working organization group shall be responsible for the preliminary preparations for the decision-making of the strategy committee and provide relevant materials:
(I) the intention of major investment and financing, capital operation, asset management projects, preliminary feasibility report and basic information of partners reported by relevant departments of the company or holding (joint-stock) enterprises;
(II) relevant agreements, contracts, articles of association and other materials of relevant departments of the company or holding (participating) enterprises; (III) the working organization team shall review the above materials and submit formal proposals to the strategy committee. Article 11 the strategy committee shall hold a meeting according to the proposal of the working organization group, discuss, submit the deliberation results to the board of directors and feed back to the working organization group at the same time.
Chapter V rules of procedure
Article 12 the meeting of the strategy committee shall be held irregularly as required. The notice of the meeting shall be sent to all members by mail or other means 7 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.
In case of emergency, if it is necessary to hold an interim meeting, the meeting notice can be sent by mail or other means 2 days before the meeting.
Article 13 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, and the resolution made at the meeting must be adopted by more than half of all members.
Article 14 the voting method of the meeting of the strategy committee is a show of hands or voting. The meeting may also be held by means of communication voting.
Article 15 members of the working group 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.
Article 16 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.
Article 17 the convening procedures, voting methods and proposals adopted at the meeting of the strategy committee must comply with the provisions of relevant laws and regulations, the articles of association and these rules.
Article 18 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.
Article 19 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 20 all members present at the meeting shall have the obligation to keep confidential the items discussed at the meeting, and shall not disclose the relevant information of the company without permission before the information is publicly disclosed.
Chapter VI supplementary provisions
Article 21 these Implementation Rules shall be implemented from the date of deliberation and adoption by the board of directors.
Article 22 matters not covered in these Implementation Rules shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict between these detailed 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. The company shall immediately revise these detailed rules and report them to the board of directors for deliberation and approval.
Article 23 the right to interpret these rules belongs to the board of directors of the company.
