Beijing Quanshi World Online Network Information Co.Ltd(002995)
Rules of procedure of the strategy committee of the board of directors
April, 2002
catalogue
Chapter I General Provisions three
Chapter II personnel composition three
Chapter III responsibilities and authorities three
Chapter IV decision making procedures four
Chapter V rules of procedure four
Chapter VI avoidance of voting six
Chapter VII Supplementary Provisions six
Beijing Quanshi World Online Network Information Co.Ltd(002995)
Rules of procedure of the strategy committee of the board of directors
Chapter I General Provisions
Article 1 in order to establish and improve the strategic development needs of Beijing Quanshi World Online Network Information Co.Ltd(002995) (hereinafter referred to as the company), enhance the core competitiveness of the company, determine the development plan of the company, improve the investment decision-making procedures, and improve the efficiency and quality of major investment decisions, according to the company law of the people's Republic of China (hereinafter referred to as the "company law") and Beijing Quanshi World Online Network Information Co.Ltd(002995) articles of Association (hereinafter referred to as the "articles of association") According to the standards for the governance of listed companies and other relevant provisions, the board of directors of the company hereby establishes a strategy committee (hereinafter referred to as the strategy committee) and formulates these rules of procedure.
Article 2 the strategy committee is a special working body established by the board of directors, which is responsible for conducting feasibility studies and making suggestions on the company's long-term development strategic planning and major strategic investment, reporting its work to the board of directors and being responsible to the board of directors. The proposal of the committee shall be submitted to the board of directors for deliberation and decision.
Chapter II personnel composition
Article 3 the members of the strategy committee are composed of three directors.
Article 4 the members of the strategy committee shall be nominated by the chairman, more than one-third of the directors or more than one-half of the independent directors and elected by the board of directors.
Article 5 the strategy committee shall have a chairman elected by the board of directors to preside over the work of the Committee.
If the chairman is unable or fails to perform his duties, a member jointly elected by more than half of the members shall perform his duties on his behalf.
Article 6 The term of office of the strategy committee is the same as that 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 of the company during the period, he will automatically lose the qualification of member, and the board of directors will make up the number of members according to the provisions of Articles 3 to 5 above.
Article 7 the strategy committee shall set up an investment review team, with the general manager of the company as the leader of the investment review team and another deputy leader.
Chapter III responsibilities and authorities
Article 8 main responsibilities and authorities of the strategy committee:
(I) study the strategic planning of the company's long-term development 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) other matters authorized by the board of directors.
Article 9 the strategy committee is responsible to the board of directors. After reviewing the matters specified in the preceding article of these rules of procedure, the strategy committee shall form a meeting resolution of the strategy committee and submit it to the board of directors of the company for deliberation and decision together with relevant proposals.
Chapter IV decision making procedures
Article 10 the investment review team shall be responsible for the preliminary preparations for the decision-making of the strategy committee.
(I) the person in charge of the company's relevant departments or holding (joint-stock) enterprises shall report the intention of major investment and financing, capital operation, asset management projects, preliminary feasibility report, basic information of partners and other materials; (II) the investment review team shall conduct the preliminary review and report to the Strategy Committee for the record;
(III) participate in the negotiation before the relevant departments of the company or the holding (joint-stock) enterprises sign investment agreements and contracts;
(IV) the investment review team shall review and submit formal proposals to the strategy committee.
Article 11 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 at the same time.
Chapter V rules of procedure
Article 12 the meetings of the strategy committee are divided into regular meetings and interim meetings, which are convened and presided over by the chairman. The regular meeting shall be held at least once a year, and the interim meeting shall be proposed by the members of the strategy committee.
The regular meeting of the strategy committee shall be notified to all members five days before the meeting, and the interim meeting shall be notified to all members two days before the meeting. If it is necessary to convene the meeting urgently for special reasons, it may not be subject to the above notification method and time limit, but the convener shall make an explanation at the meeting.
Article 13 members of the strategy committee may attend the meeting in person or entrust other members to attend the meeting and exercise their voting rights on their behalf.
If a member of the strategy committee entrusts other members to attend the meeting and exercise voting rights on his behalf, a power of attorney shall be submitted to the chairman of the meeting. The power of attorney shall be submitted to the chairman of the meeting no later than before the voting of the meeting.
Article 14 If a member of the strategy committee neither attends the meeting in person nor entrusts other members to attend the meeting 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 15 the meeting shall be convened and presided over by the chairman. If the chairman is unable or unable to perform his duties, he shall appoint another member (independent director) to exercise his functions and powers on his behalf; When the chairman neither performs his duties nor designates other members to perform his duties, any 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 chairman.
Article 16 the meeting of the strategy committee shall be held only when more than half of the members are present; Each member has one vote; Resolutions made at the meeting must be adopted by more than half of all members. In principle, the regular meeting of the strategy committee shall be held on site. The voting method of the meeting resolution is a show of hands and signed by the members participating in the meeting.
Article 17 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. When voting by fax, Internet, telephone and other means of communication, the committee members shall send their written opinions and voting intention on the matters under consideration to the Secretariat of the board of directors by mail or fax after signing and confirmation.
On the premise of ensuring that the members can fully express their opinions, the interim meeting of the strategy committee can be held on site or by fax, Internet, telephone and other communication methods, and make resolutions, which shall be signed by the members participating in the meeting.
The effective time limit for voting shall be specified in the communication voting. The members who fail to express their opinions within the specified time limit shall be deemed to have waived their voting rights at the meeting.
The original signed by fax shall be delivered to the Secretary of the board of directors in person or by hand or by post as soon as possible. All the originals signed by the members together constitute an original of the Committee resolution.
Article 18 the head and deputy head of the investment review group may attend the meeting of the strategy committee as nonvoting delegates, and may invite other directors, supervisors and senior managers of the company to attend the meeting, introduce the situation or express their opinions when necessary, but non members of the strategy committee have no voting right on the proposal.
Article 19 if necessary, the strategy committee may employ an intermediary to provide professional advice for its decision-making
Article 20 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 rules of procedure.
Article 21 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 for 10 years.
Article 22 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 23 members and non voting participants at the meeting shall have the obligation to keep confidential the items discussed at the meeting and shall not disclose relevant information without authorization.
Chapter VI avoidance of voting
Article 24 when a member of the strategy committee has a direct or indirect interest in the topic discussed at the meeting, the member shall withdraw from voting on relevant bills.
After the withdrawal of interested members, if the number of members attending the meeting is less than the number specified in these rules of procedure, all members (including interested members) shall make resolutions on procedural issues such as submitting the proposal to the board of directors of the company for deliberation, and the board of directors of the company shall deliberate the proposal.
Chapter VII supplementary provisions
Article 25 these rules of procedure shall be implemented from the date of deliberation and adoption by the board of directors, and the same shall apply to amendments.
Article 26 matters not covered in these rules of procedure shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict between these rules of procedure 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, and the rules shall be revised immediately and submitted to the board of directors for deliberation and approval.
Article 27 the power of interpretation of these rules of procedure belongs to the board of directors of the company.
Beijing Quanshi World Online Network Information Co.Ltd(002995) April 2022
