Dongguan Aohai Technology Co.Ltd(002993)
Implementation rules of the strategy committee
April, 2002
catalogue
Chapter I General Provisions Chapter II personnel composition Chapter III responsibilities and authorities 3 Chapter IV decision making procedures Chapter V rules of procedure 4 Chapter VI Supplementary Provisions five
Dongguan Aohai Technology Co.Ltd(002993)
Implementation rules of the strategy committee
Chapter I General Provisions
Article 1 in order to meet the needs of the strategic development of Dongguan Aohai Technology Co.Ltd(002993) (hereinafter referred to as the “company”), enhance the core competitiveness of the company, improve the investment decision-making procedures, strengthen the scientificity of decision-making, improve the quality of decision-making and improve the corporate 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 for listed companies (hereinafter referred to as the “governance standards”) According to the Dongguan Aohai Technology Co.Ltd(002993) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions, the company establishes the strategy committee of the board of directors and formulates these implementation rules.
Article 2 the strategy committee is a special working body established by the board of directors, which is mainly responsible for studying and making suggestions on the company’s development strategy and major investment and financing decisions.
Chapter II personnel composition
Article 3 the strategy committee is composed of three directors.
Article 4 the members of the strategy committee shall be nominated by the chairman, more than half of the independent directors or more than one-third of all directors, and elected by the board of directors.
Article 5 the strategy committee shall have a chairman (convener), who shall be the chairman of the company.
Article 6 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. If any member ceases to hold the position of director of the company during the period, he will automatically lose the qualification of member. A member may submit a written resignation application to the board of directors before the expiration of his term of office. After disqualification or resignation, the committee shall make up the number of members in accordance with the relevant provisions of these rules.
Article 7 the specific work of the strategy committee shall be undertaken by the Securities Affairs Department of the company, which shall be responsible for coordinating the relevant affairs of the committee meeting.
Chapter III responsibilities and authorities
Article 8 main responsibilities and authorities of the strategy committee:
(I) study and put forward suggestions on the company’s long-term development strategic planning and major investment decisions;
(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 functions and powers authorized by the board of directors.
Article 9 the strategy committee shall be responsible to the board of directors, and the resolutions formed by 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; If necessary, the strategy committee can hire an intermediary to provide professional advice, and the expenses shall be borne by the company.
Chapter IV decision making procedures
Article 11 the specific decision-making procedures for the matters considered by the strategy committee are as follows:
(I) the general manager’s office of the company shall organize and coordinate relevant departments or holding (joint-stock) enterprises to prepare documents such as the company’s development strategic plan, feasibility study report or business plan of major investment, capital operation, asset operation and other projects that need to be studied and considered by the strategic committee; For major financing matters, the finance department is responsible for preparing relevant documents;
(II) the management of the company shall convene a meeting to review the above matters and issue a written opinion on whether to agree to the project and submit it to the board of directors for approval;
(III) the strategy committee of the company shall convene a meeting to study and consider, make a written resolution, submit the resolution to the board of directors for deliberation, and feed back to the management of the company.
Chapter V rules of procedure
Article 12 the meeting of the strategy committee shall be held as required. The directors of the company, the chairman of the strategy committee or two or more members jointly may request to convene the meeting of the strategy committee.
Article 13 the meeting of the strategy committee shall be notified three days before the meeting, and can be held at any time in case of emergency.
Article 14 the meeting of the strategy committee shall be convened and presided over by the chairman. If the chairman is unable to attend, he may entrust other members to preside over it.
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. The resolution made at the meeting must be adopted by more than half of all the members.
Article 16 the voting method of the strategy committee meeting is a show of hands or voting, and the meeting can be held by means of communication voting.
Article 17 the manager of the general manager’s office of the company may attend the meeting of the strategy committee as nonvoting delegates, and may invite other directors, supervisors, senior managers, professional consultants and legal advisers of the company to attend the meeting as nonvoting delegates when necessary.
Article 18 the convening procedures, voting methods and plans 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 19 the meeting of the strategy committee shall have minutes. The members attending the meeting shall sign on the meeting minutes, which shall be kept by the Secretary of the board of directors for a period of not less than 10 years.
Article 20 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 21 the members attending the meeting and those 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 the authorization of the chairman of the board of directors or the board of directors.
Chapter VI supplementary provisions
Article 22 “major investment and financing”, “major capital operation”, “major asset operation” and “major matters” mentioned in these rules refer to the matters that must be approved by the board of directors as stipulated in the articles of association.
Article 23 these Rules shall be formulated and revised by the board of directors of the company and shall come into force from the date of adoption of the resolution of the board of directors.
Article 24 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 relevant 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, which shall be deliberated and adopted by the board of directors.
Article 25 the board of directors of the company shall be responsible for the interpretation of these rules.
