Jiangsu Bide Science And Technology Co.Ltd(605298) detailed rules for the implementation of the strategy committee of the board of directors
April 2022
Jiangsu Bide Science And Technology Co.Ltd(605298)
Working rules of the strategy committee of the board of directors
Chapter I General Provisions
Article 1 in order to meet the strategic development needs of Jiangsu Bide Science And Technology Co.Ltd(605298) (hereinafter referred to as “the company”) and enhance the core competitiveness of the company, determine the development plan of the company, improve the investment decision-making procedures, strengthen the scientific nature of decision-making, improve the efficiency and quality of major investment decisions, 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”) The company has established the strategy committee of the board of directors and formulated these implementation rules in accordance with the standards for the governance of listed companies, the Jiangsu Bide Science And Technology Co.Ltd(605298) articles of Association (hereinafter referred to as the “articles of association”) and other relevant laws, administrative regulations and normative documents.
Article 2 the strategy committee is a special working body of the board of Directors established by the board of directors in accordance with the resolution of the general meeting of shareholders. It is responsible to the board of directors. Its main responsibility is to study and make suggestions on the medium and long-term development strategy and major investment decisions of the company, and assist the board of directors in carrying out relevant work within its scope of responsibility and authority.
Chapter II personnel composition
Article 3 the strategy committee is composed of three directors. The strategy committee has a convener who is responsible for presiding over the work of the strategy committee.
Article 4 the convener and 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 main responsibilities and authorities of the convener of the strategy committee are:
(I) lead the committee to ensure its effective operation and perform its duties;
(II) determine the agenda of each committee meeting;
(III) preside over the meeting of the Committee and sign and issue the resolutions of the meeting;
(IV) propose to hold an interim meeting;
(V) ensure that the Committee has clear and definite conclusions on each topic discussed (including
(VI) ensure that all members at the meeting of the Committee understand the matters discussed by the committee, and ensure that all members receive complete and reliable information;
(VII) other functions and powers specified in these detailed rules.
Article 6 The term of office of the members of the strategy committee is the same as that of the directors. Upon expiration of their term of office, members may be re elected. During this period, if a member no longer holds the position of director or independent director of the company, he will automatically lose the qualification of member, and the board of directors will make up the member in accordance with the relevant provisions of these rules.
Article 7 the main duties and authorities of the committee members are:
(I) attend the meeting of the Committee on time, express opinions on the matters discussed at the meeting and exercise the right to vote; (II) propose topics to be discussed at the meeting of the Committee;
(III) in order to perform their duties, they can attend or sit in on the relevant meetings of the company, conduct investigation and research, and obtain the required reports, documents, materials and other relevant information;
(IV) fully understand the responsibilities of the Committee and his own responsibilities as a member of the committee, be familiar with the operation and management status, business activities and development of the company related to his duties, and ensure his ability to perform his duties;
(V) fully ensure their working time and energy for performing their duties;
(VI) other functions and powers specified in these detailed rules.
Chapter III responsibilities and authorities
Article 8 the main responsibilities and authorities of the strategy committee are:
(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) check the implementation of the above matters;
(VI) laws, administrative regulations, normative documents and other matters authorized by the board of directors.
Article 9 the strategy committee is responsible to the board of directors. The proposal of the strategy committee shall be submitted to the board of directors for deliberation and decision.
The strategy committee shall provide all research, discussion, materials and information to the board of directors in the form of reports, suggestions and summaries for research and decision-making.
Chapter IV Rules of procedure
Article 10 the meeting of the strategy committee is divided into regular meeting and temporary meeting. The regular meeting shall be held at least once a year; The interim meeting shall be convened upon the proposal of two or more members. The office of the board of directors of the company shall notify all members three days before the meeting is held, but with the unanimous consent of all members, the aforesaid notice period can be exempted. The meeting shall be presided over by the convener of the strategy committee. If the convener is unable to attend, he may entrust a member to preside over the meeting.
Article 11 the meeting of the strategy committee shall be held only when more than two-thirds of the members (including those who entrust other members to attend the meeting in writing) are present; Each member has one vote; Resolutions made at the meeting must be adopted by more than half of all members.
Article 12 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.
Article 13 the strategy committee may invite other directors, supervisors and senior managers of the company to attend the meeting as nonvoting delegates when necessary.
Article 14 if necessary, the strategy committee can hire an intermediary to provide professional advice for its decision-making. Therefore, the reasonable expenses incurred shall be paid by the company.
Article 15 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 implementation rules.
Article 16 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 in accordance with the company’s file management system.
Article 17 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 18 all members attending the meeting shall be obliged to keep confidential the items discussed at the meeting and shall not disclose relevant information without authorization.
Chapter V coordination and communication
Article 19 during the recess of the board of directors, if the strategy committee needs to submit major or special matters to the board of directors for research, it can submit a written report to the board of directors through the Secretary of the board of directors, and suggest the chairman of the board of directors to convene a meeting of the board of directors for discussion.
Article 20 any written report submitted by the senior management to the strategy committee shall be signed and issued by the general manager of the company or the senior management responsible for relevant matters and submitted to the strategy committee through the Secretary of the board of directors or the office of the board of directors.
Article 21 the written report submitted by the strategy committee to the board of directors shall be signed and issued by the convener or its authorized members, and submitted to the board of directors through the Secretary of the board of directors.
Article 22 during the recess of the strategy committee, if the senior management of the company has major or special matters, they can submit written suggestions to the office of the board of directors. After being reviewed and sorted out by the office of the board of directors, the Secretary of the board of directors can submit a written report to the strategy committee, and suggest the convener of the strategy committee to convene a meeting for discussion.
Article 23 the convener or a member authorized by the convener shall report to the board of directors the work of the Strategy Committee since the last regular meeting of the board of directors, or make a special report on a certain issue.
Chapter VI supplementary provisions
Article 24 unless otherwise specified, the terms used in these implementation rules have the same meaning as those in the articles of association.
Article 25 the formulation and amendment of these Implementation Rules shall take effect after being approved by the board of directors.
Article 26 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 the implementation rules and national laws and regulations 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 implementation rules shall be revised immediately and submitted to the board of directors of the company for deliberation and approval.
Article 27 the board of directors of the company reserves the right to interpret these implementation rules.
Jiangsu Bide Science And Technology Co.Ltd(605298) April 2022
