Working rules of the special committee of the board of directors
(revised in April 2022)
Chapter I General Provisions
Article 1 in order to increase the scientificity of the decision-making of the board of directors of Gosun Holdings Co.Ltd(000971) (hereinafter referred to as “the company” or “listed company”) and improve the corporate governance system, these detailed rules are formulated in accordance with the company law of the people’s Republic of China, the standards for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies, the articles of association and other relevant provisions.
Article 2 the board of directors of the company shall establish four special committees for strategy, audit, nomination, remuneration and assessment according to the needs of work. The members of the special committee are all composed of directors, among which, independent directors shall account for the majority of the audit committee, nomination committee and remuneration and assessment committee and act as the convener. At least one independent director of the audit committee shall be an accounting professional, and the convener of the audit committee shall be an accounting professional. Article 3 the main responsibility of the special committee of the board of directors is to assist the board of directors in providing advice and suggestions on matters requiring decision-making.
Article 4 the board of directors of the company may form a new committee or dissolve the existing Committee in due time, or set up multiple committees at the same time.
Article 5 each special committee shall be responsible to the board of directors of the company, and the proposals of each special committee shall be submitted to the board of directors of the company for examination and decision. The board of directors of the company shall perform the supervision function of the special committee, and shall not delegate the functions and powers that should belong to the board of directors to the special committee, nor shall the special committee act on behalf of the board of directors.
Chapter II composition and responsibilities of special committees
Article 6 the members of the special committee are composed of three to seven directors, who can serve as members of multiple special committees at the same time.
Article 7 the members of the special committee shall be nominated by the chairman of the board of directors, more than half of the independent directors or more than one-third of all the directors, and shall be elected by the board of directors.
Article 8 the members of each special committee shall be elected by the board of directors in accordance with the general majority principle. The composition and proportion of the members of each special committee shall comply with the provisions of Article 2 of these rules.
Article 9 each special committee shall have a convener who shall be responsible for presiding over the work of the Committee; The convener shall be elected from among the members of each special committee, and the directors serving as the convener shall comply with the provisions of Article 2 of these rules.
Article 10 the term of office of the members of each special committee is the same as that of the members of the board of directors. When the term of office expires, the members can be re elected. If any member ceases to hold the position of director during the period, he will automatically lose the qualification of member, and the board of directors will make up the number of members in accordance with the provisions of articles 6 to 9 above.
Article 11 the conveners of the special committees shall exercise the following functions and powers:
1. Convene and preside over the working meeting of the Committee;
2. Be responsible for reporting work matters to the board of directors;
3. Sign Committee documents;
4. Other functions and powers authorized by the board of directors.
Article 12 members of special committees shall:
1. Provide opinions and suggestions to the board of directors in terms of supervision and implementation and strategic decision-making according to the functions and powers of each special committee;
2. Handle the affairs of the special committee in good faith and with sufficient attention and care;
3. Ensure sufficient time and energy to attend the meetings of the special committee;
4. Make independent judgment;
5. Other matters authorized by the board of directors.
Article 13 temporary working meetings or special working committees shall be convened according to the needs of the regular working rules. Directors, supervisors and senior managers may attend the meeting as nonvoting delegates.
Article 14 each special committee is a special working organization established by the board of directors. It can hire an intermediary or consultant to provide professional advice for its decision-making, and the relevant expenses shall be borne by the company.
Each special committee shall investigate the resumes and background of the institutions or experts employed to ensure that the institutions or experts employed shall not compete with the company or may infringe on the interests of the company. The company shall sign a confidentiality commitment with the institutions or experts participating in the consultation.
Chapter III rules of procedure of special committees
Article 15 the meeting of the special committee shall be delivered to all members in writing, fax, e-mail or other ways recognized by law three days before the meeting. With the consent of more than half of the members, the time limit for the notice of the meeting of the special committee may be exempted. The meeting is presided over by the convener of each special committee. The regular meeting of the special committee shall be convened by the convener of each special committee. The temporary meeting of the special committee can be convened upon the proposal of the convener of each special committee or more than half of the members, and the convener shall be responsible for convening it. If the convener is really unable to convene or preside over the meeting due to special reasons, he shall entrust other members to convene or preside over the meeting.
Article 16 the meeting of the special committee can be held only when more than two-thirds of the members are present. The meeting can be held by on-site voting or communication voting. Members can sign resolutions and other meeting related documents by means of electronic signature recognized by the company.
Article 17 If the board of directors, directors and supervisors have special issues that need to be submitted to the special committee for deliberation, they shall submit the relevant written report to the convener of the relevant special committee, who shall determine and arrange the meeting time according to the principle of importance.
Article 18 the preparation of meeting materials, meeting minutes, research reports and other materials to be submitted to the board of directors of the special committee shall be organized and drafted by the Secretary of the board of directors of the company.
Article 19 the special committee may invite experts other than members, staff of the company’s business department or other relevant personnel to attend the meeting and provide relevant advice. Persons other than members of the special committee have no right to vote.
Article 20 the meeting of the special committee may adopt the method of separate and centralized deliberation, and the members of the special committee shall put forward their opinions on the proposals of the meeting on the basis of full consideration and discussion. If the meeting is unable to reach a consensus and it is necessary to produce a resolution, the method of open ballot may be adopted.
Article 21 the voting methods for the formation of resolutions by special committees are show of hands, voting or communication voting. Each member has one vote, and the resolutions formed by all special committees must be adopted by more than half of all members.
For the special committee meeting held by means of communication voting, the bills can be delivered by hand, mail, fax or e-mail; The resolution formed at the meeting shall be delivered to each member by hand, post, fax or e-mail for signature. If the members who sign and agree have reached the quorum for making the resolution and send the signed resolution to the Secretary of the board of directors by hand, fax, post or e-mail, the resolution shall be a valid resolution of the special committee.
Article 22 the meeting of the special committee shall make minutes of the decisions on the matters discussed at the meeting, which shall be signed by the members present at the meeting.
If any member has different opinions, it shall also be indicated when signing. The minutes of the meeting shall be kept by the Secretary of the board of directors for a period of 10 years.
Article 23 the deliberation opinions and voting results of the special committee meeting shall be reported to the board of directors of the company in writing.
Article 24 when the Special Committee deliberates the proposals involving related matters, the members shall make a written or oral statement to the meeting to indicate whether there is any cause affecting independent judgment, and their statement shall be recorded in the minutes of the meeting. Article 25 all members of the special committee shall have the obligation to keep confidential the matters discussed at the meeting, and shall properly manage all kinds of documents and materials handled within the scope of their duties. It is not allowed to disclose relevant information without authorization, disclose relevant materials and information known within the scope of duties without authorization, or use the known information for insider trading or for others.
Article 26 the convening procedures, voting methods and proposals adopted at the meeting of the special committee must comply with the provisions of relevant laws, regulations, the articles of association and these detailed rules. If the detailed rules have special provisions on the convening procedures and voting methods in the relevant chapters of each special committee, they shall also comply with the special provisions of the relevant chapters.
Chapter IV Rules of procedure of the strategy committee
Article 27 the strategy committee of the board of directors is mainly responsible for studying and making suggestions on the company’s long-term strategy and major investment decisions.
Article 28 the strategy committee shall set up an investment review team, which shall be responsible for the preliminary preparations for the decision-making of the strategy committee and provide relevant written materials. The members of the investment review group of the strategy committee shall be selected by the convener of the Committee.
Article 29 the main responsibilities and authorities of the strategy committee are as follows:
1. Study the long-term development strategic planning of the company and put forward suggestions;
2. Conduct research on major investment and financing plans, major investment and financing projects, major capital operation and asset management projects that must be approved by the board of directors according to the articles of association, and put forward feasibility research opinions for the reference of the board of directors;
3. Study other major issues affecting the development of the company and put forward suggestions to the board of directors;
4. Supervise and inspect the implementation of the company’s development strategic plan, major investment policies, major investment decisions, major investment and financing plans, major investment and financing projects, major capital operation, asset operation projects and other major matters affecting the development of the company, and timely put forward reference opinions and suggestions to the board of directors on the problems in its implementation;
5. Check the implementation of the above matters;
6. Other matters authorized by the board of directors.
Article 30 the obligations of the Strategy Committee include:
1. Establish reasonable working procedures to ensure that fair and professional opinions and suggestions are provided to the board of directors; 2. Maintain independence, avoid situations that may affect independent judgment, or take appropriate measures to ensure that independent judgment can be made;
3. Assist the board of directors and the company to formulate long-term development plans.
Article 31 the working and decision-making procedures of the strategy committee:
1. The person in charge of relevant departments or subsidiaries of the company shall report the intention of major investment and financing, capital operation and asset management projects, preliminary feasibility report, basic information of partners and other materials;
2. The initial review shall be conducted by the investment review team and reported to the Strategy Committee for the record;
3. The relevant departments or subsidiaries of the company shall report the external agreements, contracts, articles of association, feasibility reports and other relevant materials to the investment review team;
4. The investment proposal shall be formally reviewed and submitted to the strategic review committee;
5. The strategy committee shall hold a meeting according to the proposal of the investment review group for discussion, submit the discussion results to the board of directors and feed back to the investment review group.
Article 32 the strategy committee shall hold meetings as necessary.
Chapter V rules of procedure of the nomination committee
Article 33 the nomination committee of the board of directors is mainly responsible for studying and selecting the size and composition of the board of directors, the candidates, selection criteria and procedures of directors and senior managers of the company, and making suggestions to the board of directors.
Article 34 the main functions and powers of the nomination committee:
1. Put forward suggestions to the board of directors on the scale and composition of the board of directors according to the company’s business development, asset scale and equity structure;
2. Study the selection criteria and procedures of directors and senior managers, and put forward suggestions to the board of directors; 3. Widely search for qualified directors and senior managers and make suggestions to the board of directors;
4. Review and make suggestions on the candidates for directors and senior managers to be appointed by the board of directors;
5. Other matters authorized by the board of directors.
Article 35 the selection procedure of directors and senior managers:
1. Members of the nomination committee shall actively communicate with the company’s shareholders and relevant departments to study the company’s demand for new directors and senior managers;
2. Members of the nomination committee can widely search for candidates for directors and senior managers in the company’s shareholders, the company, subsidiaries and the talent market;
3. Collect the occupation, education background, professional title, detailed work experience and part-time work of the candidates, and form written materials;
4. Solicit the nominee’s consent to the nomination, otherwise they cannot be used as candidates for directors and senior managers;
5. Convene a meeting of the nomination committee to examine the qualifications of the primary candidates according to the terms of office of directors and senior managers;
6. Before Electing new directors and appointing new senior managers, put forward suggestions and relevant materials on candidates for directors and new senior managers to the board of directors;
7. Carry out other follow-up work according to the decisions and feedback of the board of directors.
Article 36 the nomination committee shall convene a meeting as necessary.
Chapter VI rules of procedure of the audit committee
Article 37 the audit committee of the board of directors is mainly responsible for supervising the accounting policies, financial status, major investments and transactions of the company, communicating, supervising and verifying the internal and external audit of the company, and providing advice and suggestions to the board of directors.
Article 38 the audit committee shall establish an audit working group as its daily working body, and the members of the audit working group shall be selected by the audit committee. The audit working group shall be responsible for daily work liaison, meeting organization, preliminary preparation and other work, and timely provide the audit committee with written materials related to the company, including relevant financial reports of the company; Internal and external work reports of audit institutions; External audit contract, relevant work report and other relevant information. The audit working group shall also provide the audit committee with a preliminary report on relevant aspects in a timely manner.
Article 39 the main responsibilities and authorities of the audit committee are as follows:
1. Supervise and evaluate the work of external audit institutions;
2. Supervise and evaluate internal audit;
3. Review the company’s financial report and
