Xi'An Triangle Defense Co.Ltd(300775)
Working rules of the strategy committee of the board of directors
Chapter I General Provisions
Article 1 in order to meet the needs of the strategic development of Xi'An Triangle Defense Co.Ltd(300775) (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 quantity and efficiency of major investment decisions, and improve the corporate governance structure, in accordance with the company law of the people's Republic of China, the guidelines for the governance of listed companies and other laws, regulations, departmental rules In accordance with the relevant provisions of the normative documents and the articles of association, 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 is a special organization established by the board of directors in accordance with relevant laws and regulations and the articles of association, and is responsible to the board of directors. The strategy committee is mainly responsible for studying and making suggestions on the company's medium and long-term development strategy and major investment 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 the directors, and elected by the board of directors.
Article 5 the strategy committee shall have a chairman (i.e. convener), who shall be the chairman. The convener of the strategy committee shall be responsible for convening the meeting of the Committee and presiding over the work of the Committee.
When the convener is unable or unable to perform his duties, he shall appoint one other member to exercise his functions and powers on his behalf; When the convener neither performs his duties nor designates other members to perform his duties on his behalf, any one 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 convener.
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, members can be re elected. During this period, if any member ceases to hold 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 number of members or elect the convener in accordance with Articles 3 to 5 above.
Article 7 a member of the strategy committee may resign to the board of directors before the expiration of his term of office. If a member resigns, he shall submit a written resignation report to the board of directors. The resignation report shall provide necessary explanations on the reasons for resignation and matters requiring the attention of the board of directors. The resignation report shall take effect only after being approved by the board of directors, and the original members shall still perform relevant duties in accordance with the provisions of these rules of procedure before the by elected members take office.
Article 8 if the number of members of the strategy committee is lower than the specified number due to resignation, removal or other reasons, the board of directors shall make up the number of new members as soon as possible. Until the number of members of the strategy committee reaches two-thirds of the specified number, the strategy committee shall suspend the exercise of the functions and powers specified in these rules.
Article 9 the provisions of the company law and the articles of association on the obligations of directors shall apply to the members of the strategy committee. Chapter III responsibilities and authorities
Article 10 main responsibilities and authorities of the strategy committee:
(I) study and put forward suggestions on the company's long-term development strategic planning, business objectives and development policies; (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;
(III) study and put forward suggestions on major investment and financing schemes subject to the approval of the board of directors as stipulated in the articles of Association;
(IV) study and put forward suggestions on major capital operation and asset operation projects subject to the approval of the board of directors as stipulated in the articles of Association;
(V) study and put forward suggestions on other major issues affecting the development of the company;
(VI) track and inspect the implementation of the above matters;
(VII) other matters authorized by the board of directors of the company.
Article 11 the company's strategic committee shall not exercise its functions and powers in accordance with the provisions of the articles of association and the rules of procedure of the company. Members of the strategy committee and relevant information insiders have the obligation to keep confidential the company's relevant information before it is made public.
Chapter IV decision making procedures
Article 12 the meeting of the strategy committee shall be convened and presided over by the convener of the strategy committee. If the convener is unable or refuses to perform his duties, he shall appoint an independent director to perform his duties on his behalf.
Article 13 the meeting of the strategy committee is divided into regular meeting and interim meeting, and the regular meeting shall be held at least once a year. Members of the strategy committee and other directors of the company may propose to convene an interim meeting of the strategy committee. The regular meeting of the strategy committee shall be notified to all members five days before the meeting; The interim meeting shall be notified to all members three days before the meeting, and may be notified at any time in case of emergency.
Article 14 the meeting of the strategy committee may be notified by e-mail, fax, telephone, e-mail, SMS and instant messaging tools.
Article 15 in principle, the meeting of the strategy committee shall be held in the form of on-site meeting. On the premise of ensuring that the committee members can fully express their opinions, it can be held by means of teleconference, video conference, written signature transmission or communication equipment that all committee members can communicate, and make resolutions, which shall be signed by the participating members.
Article 16 when the strategy committee votes, one person, one vote shall be implemented. The resolutions of the strategy committee shall be voted by on-site show of hands, voting, signature voting and e-mail voting.
Article 17 the annual work report of the board of directors of the company shall disclose the work content of the strategy committee in the past year, including the convening of meetings and resolutions, etc.
Article 18 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 of the meeting shall be adopted by more than half of all members.
Article 19 members of the strategy committee shall attend the meeting in person and express clear opinions on the matters under consideration. If a member is unable to attend the meeting in person for some reason, he may authorize other members in writing to attend and express their opinions on his behalf. The power of attorney must specify the scope and duration of authorization. Each member shall be entrusted by at most one member. If an independent director is unable to attend the meeting in person for some reason, he shall entrust other independent director members to attend the meeting on his behalf.
Members entrusted to attend the meeting on their behalf shall exercise the rights of directors within the scope of authorization. If a member fails to attend the meeting or entrust a representative to attend, he shall be deemed to have waived his voting right at the meeting.
Article 20 the deliberation opinions put forward by the strategy committee to the board of directors must be adopted by more than half of all members.
Article 21 the strategy committee may invite the directors, supervisors and other senior managers of the company and other personnel related to the matters discussed at the meeting of the strategy committee to attend the meeting of the strategy committee as nonvoting delegates, and the nonvoting delegates may provide explanations or explanations on the matters discussed at the meeting.
Article 22 If a member of the strategy committee neither attends the meeting in person nor entrusts other members to attend 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, it shall be deemed that he cannot properly perform his functions and powers, and the board of directors of the company may remove him from his post.
Article 23 minutes shall be made for the meeting of the strategy committee. Members and other personnel attending the meeting shall sign the minutes of the committee meeting. The meeting minutes shall be properly kept by the person or organization responsible for daily work. During the duration of the company, the retention period shall not be less than ten years.
Article 24 the deliberation opinions adopted at the meeting of the strategy committee shall be submitted to the board of directors of the company in writing. Article 25 all personnel attending and attending the meeting as nonvoting delegates shall be obliged to keep confidential the items discussed at the meeting and shall not disclose relevant information without authorization.
Article 26 If any member of the strategy committee has an interest in the matters discussed at the meeting, he shall withdraw. Article 27 the convening procedures, voting methods and proposals adopted at the meeting of the strategy committee shall comply with the provisions of relevant laws, regulations and the articles of association.
Chapter V rules of procedure
Article 28 in case of any of the matters listed in Article 10 of the company, the relevant functional departments of the company shall prepare relevant materials, perform internal procedures, fully discuss and form opinions, submit them to the convener of the Strategy Committee for review, and convene the strategy committee in time after passing the review. The documents submitted include but are not limited to:
(I) development strategic planning of the company;
(II) feasibility study report of major investment projects of the company;
(III) major acquisition projects of the company;
If necessary, the company can hire an intermediary to provide professional advice, and the relevant expenses shall be borne by the company.
Article 29 the suggestions or proposals put forward by the strategy committee shall be submitted to the board of directors of the company in writing. For those that need to be reviewed and approved by the board of directors or the general meeting of shareholders, the strategy committee shall put forward proposals to the board of directors and perform the approval procedures in accordance with relevant laws, regulations and the articles of association.
Article 30 if more than half of the members of the board of directors have objections to the resolutions of the strategy committee, they shall timely submit written feedback to the strategy committee, which shall be revised and submitted to the board of directors for deliberation.
Chapter VI supplementary provisions
Article 31 matters not covered in these rules of procedure shall be implemented in accordance with relevant national laws and regulations, departmental rules, normative documents and the articles of association. After the implementation of this system, if there are other provisions in relevant national laws, regulations and CSRC, such provisions shall prevail.
Article 32 these rules of procedure shall be interpreted by the board of directors of the company.
Article 33 these rules of procedure shall come into force from the date of deliberation and adoption by the board of directors, and the same shall be amended.
Xi'An Triangle Defense Co.Ltd(300775) January 11, 2022
