Tech-Bank Food Co.Ltd(002124) detailed rules for the work of the strategic development committee of the board of directors (revised in May 2022)
catalogue
Chapter I General Provisions Chapter II composition of the Strategic Development Committee Chapter III responsibilities and authorities of the Strategic Development Committee 2 Chapter IV decision making procedures Chapter V rules of procedure 3 Chapter VI Supplementary Provisions four
Chapter I General Provisions
Article 1 in order to meet the needs of the company’s strategic development, enhance the company’s core competitiveness, determine the company’s development plan, improve the investment decision-making procedures, strengthen the scientificity of decision-making, improve the efficiency and quality 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, the articles of association and other relevant provisions, The company hereby establishes the strategic development committee of the board of directors and formulates these working rules.
Article 2 the strategic development committee of the board of directors is a special working organization established by the board of directors in accordance with the resolution of the general meeting of shareholders, which is mainly responsible for studying and making suggestions on the company’s long-term development strategy and major investment decisions.
Chapter II composition of the strategic development committee
Article 3 the members of the strategic development committee shall be composed of three directors, including at least one independent director.
Article 4 the members of the strategic development committee shall be nominated by the chairman of the board of directors, more than half of the independent directors or one-third of all the directors, and shall be elected by the board of directors.
Article 5 the strategic development committee shall have a chairman (convener), who shall be the chairman of the company. Article 6 The term of office of the strategic development committee is the same as that of the board of directors. Upon expiration of the term of office, 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 strategic development committee shall set up an investment review team, with the general manager of the company as the leader of the investment review team and 1-2 deputy leaders.
Chapter III responsibilities and authorities of the strategic development committee
Article 8 the main responsibilities and authorities of the strategic development committee are as follows:
(I) study and make suggestions on the company’s long-term development strategy and major investment decisions;
(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 items;
(VI) other matters authorized by the board of directors.
Article 9 the strategic development committee shall be responsible to the board of directors, and the proposal of the committee shall be submitted to the board of directors for deliberation and decision. Chapter IV decision making procedures
Article 10 the investment review team shall be responsible for the preliminary preparations for the decision-making of the strategic development committee and provide the information of relevant parties of the company:
(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, sign and issue the project proposal, and report to the Strategic Development Committee for the record;
(III) relevant departments of the company or holding (participating) enterprises negotiate agreements, contracts, articles of association and feasibility reports, and report to the investment review team;
(IV) the investment review team shall review and issue written opinions, and submit formal proposals to the strategic development committee.
Article 11 the strategic development 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 strategic development committee shall hold meetings at least twice a year and notify all members seven days before the meeting. The meeting shall be presided over by the chairman. If the chairman is unable to attend, he may entrust another member (independent director) to preside over the meeting. An interim meeting may be convened to consider major matters of the company.
Article 13 the meeting of the strategic development 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 strategic development committee is a show of hands or voting; An interim meeting may be held by means of communication voting.
Article 15 the head and deputy head of the investment review group may attend the meeting of the strategic development committee as nonvoting delegates, and may also invite directors, supervisors and other senior managers of the company to attend the meeting as nonvoting delegates when necessary.
Article 16 if necessary, the strategic development committee may hire 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 strategic development committee must comply with the provisions of relevant laws, regulations, the articles of association and these measures.
Article 18 the meeting of the strategic development 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 of the company.
Article 19 the proposals and voting results adopted at the meeting of the strategic development committee shall be reported to the board of directors of the company in writing.
Article 20 all members present at the meeting shall have the obligation to keep confidential the matters discussed at the meeting and shall not disclose relevant information without authorization.
Chapter VI supplementary provisions
Article 21 the detailed rules of work shall be implemented on a trial basis from the date of adoption of the resolution of the board of directors.
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 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 the rules shall be revised immediately and submitted to the board of directors for deliberation and approval.
Article 23 the right to interpret these rules belongs to the board of directors of the company.
Tech-Bank Food Co.Ltd(002124) May 18, 2022
