Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd
Implementation rules of the strategy committee of the board of directors
Chapter I General Provisions
Article 1 in order to formulate a long-term strategic plan suitable for the development of Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd. (hereinafter referred to as “the company”), form the core competitiveness of the company, establish and improve the investment decision-making procedures, improve the efficiency and quality of major investment decisions, and improve the corporate governance structure of the company, In accordance with the company law of the people’s Republic of China, the standards for the governance of listed companies, the guidelines for the self-regulation of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other laws, regulations and normative documents, as well as the articles of association of Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd. (hereinafter referred to as the “articles of association”), the company hereby establishes a strategy committee of the board of directors and formulates these implementation rules.
Article 2 the strategy committee of the board of directors is a special working organization established by the board of directors of the company, which is mainly responsible for formulating the long-term development strategy of the company, studying major decisions and making reasonable suggestions to the board of directors.
Chapter II membership
Article 3 the members of the strategy committee shall be composed of three to five directors, including the chairman of the company and at least one independent director.
Article 4 the members of the strategy committee shall be nominated by the chairman of the company, 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 convener, who shall be the chairman of the company and be responsible for presiding over the work of the Committee. When the convener is unable or unable to perform his duties, he shall appoint another 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 member can report the relevant situation to the board of directors of the company, and the board of directors designates a member to perform the duties of the convener.
Article 6 The term of office of the members of the strategy committee shall be the same as that of the members of the board of directors of the same session. 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 when the number of members of the strategy committee is less than two-thirds of the specified number due to resignation, removal or other reasons, the board of directors of the company shall add new members in time. Before the number of the strategy committee reaches two-thirds of the required number, the strategy committee shall suspend the exercise of the functions and powers specified in these rules.
Article 8 as the daily office of the strategy committee, the office of the board of directors of the company is responsible for daily work liaison and meeting organization.
Chapter III responsibilities and authorities
Article 9 main functions and powers of the strategy committee:
（1） Study the long-term development strategic planning of the company and put forward suggestions;
（2） 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;
（3） Study and put forward suggestions on major capital and asset management projects that must be approved by the board of directors according to the articles of Association;
（4） Study and put forward suggestions on other major issues affecting the development of the company;
（5） Supervise and inspect the implementation process of the above matters;
（6） Other functions and powers authorized by the board of directors of the company.
Article 10 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 or the general meeting of shareholders for deliberation and approval before implementation.
Chapter IV decision making procedures
Article 11 the office of the board of directors of the company is responsible for the preliminary preparations for the decision-making of the strategy committee, and is responsible for providing the Committee with relevant information of the company. After the information is complete, the strategy committee will hold a meeting to discuss and form a meeting resolution; After the preliminary preparation of the project is completed, the strategy committee shall report to the board of directors or the management team for implementation. Chapter V rules of procedure
Article 12 the meeting of the strategy committee shall be held irregularly every year as required. Under normal circumstances, all members shall be notified three days before the meeting. The meeting shall be presided over by the convener. If the convener is unable to attend, he may entrust another member to preside over the meeting. If the situation is urgent and it is necessary to convene an interim meeting as soon as possible, the meeting notice may be sent by telephone or other oral means at any time, but the convener shall make an explanation at 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 the person in charge of the office of the board of directors of the company may attend the meeting of the strategy committee as nonvoting delegates, and may invite the directors, supervisors and other senior managers of the company to attend the meeting as nonvoting delegates when necessary.
Article 16 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 17 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 18 the plan 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 19 all members present at the meeting shall have the obligation to keep confidential the items discussed at the meeting. Before the information is publicly disclosed, they shall not disclose the relevant information of the company without authorization.
Chapter VI supplementary provisions
Article 20 these Implementation Rules shall come into force as of the date of deliberation and adoption by the board of directors.
Article 21 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 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 the rules and submit them to the board of directors for deliberation and approval.
Article 22 the right to interpret these rules belongs to the board of directors of the company.
