Midea Group Co.Ltd(000333) detailed rules for the work of the strategy committee of the board of directors
April 2022
Chapter I General Provisions- 1 –
Chapter II personnel composition- 1 –
Chapter III responsibilities and authorities- 1 –
Chapter IV decision making procedures- 2 –
Chapter V rules of procedure- 2 –
Chapter VI Supplementary Provisions- 3 –
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 Midea Group Co.Ltd(000333) (hereinafter referred to as “the company”), enhance the core competitiveness of the company, improve the investment decision-making procedures, strengthen the democracy and scientificity of decision-making, improve the efficiency and quality of decision-making, and improve the corporate governance structure, according to the company law of the people’s Republic of China and the standards for the governance of listed companies According to the Midea Group Co.Ltd(000333) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions, the company establishes the strategy committee of the board of directors and formulates these working rules.
Article 2 the strategy committee of the board of directors is a special working body established by the board of directors, which is mainly responsible for studying and making suggestions on the company’s development strategy and major investment and financing decisions.
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 of the board of directors, more than half of the independent directors or one-third of all directors, and elected by the board of directors.
Article 5 the strategy committee shall have a chairman (convener), who shall be elected by the members of the strategy committee. If the chairman of the company is elected as a member of the strategy committee, the chairman of the company shall serve as the chairman (convener).
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 committee will make up the number of members according to the provisions of Articles 3 to 5 above.
Article 7 the Secretary Office of the board of directors of the company is the daily work organization of the strategy committee, which is responsible for preparing the meeting and preparing the relevant materials of the meeting.
Chapter III responsibilities and authorities
Article 8 the main responsibilities and authorities of the strategy committee are as follows:
(I) study the company’s 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) other functions and powers authorized by the board of directors. The strategy committee shall be responsible to the board of directors, and the proposals formed by the committee shall be submitted to the board of directors for deliberation and decision.
Article 9 the strategy committee shall be responsible to the board of directors, and the proposals formed by the committee shall be submitted to the board of directors for deliberation and decision.
Chapter IV decision making procedures
Article 10 the Secretary Office of the board of directors shall coordinate the relevant functional departments of the company to provide materials for the decision-making of the strategy committee, and the relevant departments of the company or the heads of holding (joint-stock) enterprises shall report the intention of major investment and financing, capital operation, asset operation projects, preliminary feasibility report, basic information of partners and other materials. Article 11 the strategy committee shall hold a meeting to discuss the submitted proposal and submit the discussion results to the board of directors.
Chapter V rules of procedure
Article 12 the meeting of the strategy committee shall be notified to all members two days before the meeting, but the above notification time limit can be exempted for the temporary meeting held under special or emergency circumstances. The meeting shall be presided over by the chairman. If the chairman is unable to attend, he may entrust another member to preside over 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; Resolutions 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 temporary meeting can be held by means of communication voting, which shall be signed for confirmation after voting.
Article 15 the strategy committee may invite other directors, supervisors and senior managers of the company to attend the meeting as nonvoting delegates when necessary.
Article 16 if necessary, the strategy committee may employ an intermediary to provide professional advice for its decision-making, and the expenses shall be paid by the company.
Article 17 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.
Article 18 the meeting of the strategy committee shall have minutes, which shall be signed by the members attending the meeting. Meeting minutes, meeting materials and other written documents and electronic documents shall be kept by the Secretary of the board of directors as the company’s archives.
Article 19 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 20 the members attending the meeting and those attending the meeting as nonvoting delegates shall have the obligation to keep confidential the matters discussed at the meeting, and shall not disclose relevant information without the authorization of the chairman of the board of directors or the board of directors; Otherwise, it shall bear all legal liabilities arising therefrom.
Chapter VI supplementary provisions
Article 21 the detailed rules shall be formulated and revised by the board of directors of the company and shall come into force from the date of adoption of the resolution of the board of directors. The system shall be interpreted by the board of directors of the company.
Article 22 matters not covered in these Rules shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict between these detailed 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, and these Detailed Rules shall be revised immediately and approved by the board of directors.
Article 23 the right to interpret these rules belongs to the board of directors of the company.
Midea Group Co.Ltd(000333) board of directors April 30, 2022
