Jiangxi Special Electric Motor Co.Ltd(002176)
Special committee system of the board of directors
Chapter I General Provisions
Article 1 in order to meet the requirements of modern enterprise system, establish and improve the governance structure of Jiangxi Special Electric Motor Co.Ltd(002176) (hereinafter referred to as “the company”), standardize the operation of the board of directors, improve the efficiency of the board of directors and enhance the core competitiveness of the company, this system is formulated in accordance with the company law of the people’s Republic of China, the governance standards of listed companies, the articles of association and other relevant provisions.
Article 2 the board of directors of the company shall establish 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.
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 shall perform the function of supervision over its subordinate committees, and shall not be exempted from its obligations because its rights are exercised by each subordinate Committee.
Chapter II composition and responsibilities of special committees
Article 5 the members of the special committee shall be composed of no less than three directors, among which the independent directors account for the majority of the audit committee, nomination committee and remuneration and assessment committee, and act as the convener. The convener of the audit committee is an accounting professional. Directors may serve as members of multiple committees at the same time.
Article 6 the members of the special committee shall be nominated by the chairman, more than half of the independent directors or one-third of all the directors, and shall be elected by the board of directors.
Article 7 the members of the 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 and reported to the board of directors for approval.
Article 8 The term of office of the members of the committee is the same as that of the members of the board of directors. If the term of office of the members expires, they 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 committee will make up the number of members in accordance with the provisions of Articles 5 and 6 above.
Article 9 the convener of the special committee 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 10 duties of members of each committee:
（1） According to the authorization of the board of directors to each committee, provide opinions and suggestions to the board of directors in supervising the implementation of strategic decisions;
（2） Handle the affairs of the Committee in an honest and prudent manner;
（3） Ensure sufficient time and energy to perform the duties of the committee members;
（4） Sign Committee documents;
（5） Able to make independent judgment;
（6） Other matters authorized by the board of directors.
Article 11 the special committee shall hold irregular meetings according to the needs of its work, but at least once a year. Directors, supervisors and senior managers may attend the meeting as nonvoting delegates.
Article 12 the special committee is a temporary body of the board of directors and does not have a special office. 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.
Chapter III rules of procedure of special committees
Article 13 the meeting of the special committee shall be notified to all members in writing, fax, e-mail or telephone three days before the meeting (including the day of the meeting). The meeting shall be presided over by the convener of the Committee. If the convener is unable to attend the meeting, he may entrust another member to preside over the meeting.
In case of emergency, the meeting can be held at any time without being restricted by the above provisions.
Article 14 the meeting of the special committee can be held only when more than half of the members are present. The meeting can be held by on-site meeting voting or communication voting.
Article 15 If a member of a special committee has a special topic to be considered by the special committee, the written report of his statement shall be submitted to the convener of the committee, who shall determine and arrange the meeting time according to the principle of importance.
Article 16 the office of the board of directors of the company shall be responsible for the preparation of meeting materials, meeting minutes, research reports and the sorting and drafting of other materials to be submitted to the board of directors of the special committee.
Article 17 each member has one vote, and the resolution formed by the special committee must be adopted by more than half of all members. Members of the special committee shall attend the meeting of the special committee in person and express clear opinions on the matters under consideration. If a member is unable to attend the meeting in person for some reason, he may submit a power of attorney signed by the member and entrust other members to attend and express their opinions on his behalf. The power of attorney must specify the scope and duration of authorization. Each member shall be entrusted by at most one member. If an independent director is unable to attend the meeting in person for some reason, he shall entrust other independent director members to attend the meeting on his behalf.
Article 18 the meeting of the special committee shall make minutes of the decisions on the matters discussed at the meeting, and the members attending the meeting shall sign on the minutes. If any member has different opinions on this, it shall be indicated when signing. The minutes of the meeting shall be kept by the Secretary of the board of directors of the company.
Article 19 the final opinions and voting results deliberated at the meeting of the special committee shall be reported to the board of directors of the company in writing.
Article 20 when the Special Committee deliberates a proposal involving related matters, the members related to the matter shall withdraw from voting, and other members attending the meeting shall make a written or oral statement to the meeting to indicate whether there is any intention to affect independent judgment, and their statement shall be recorded in the minutes of the meeting.
Article 21 members of the special committee shall have the obligation to keep confidential the items discussed at the meeting, and shall properly keep all kinds of documents and materials handled within the scope of their duties. They shall not disclose relevant information without authorization, disclose relevant materials and information known within the scope of their duties without authorization, and shall not use the known information for insider trading or for others.
Article 22 the convening procedures, voting methods and proposals adopted at the meeting of the special committee must comply with the relevant provisions of relevant laws, regulations and the articles of association.
Chapter IV Strategy Committee
Article 23 The Strategy Committee of the board of directors is mainly responsible for studying and making suggestions on the company’s long-term development strategy and major investment decisions.
Article 24 the main responsibilities and authorities of the strategy committee are as follows:
(I) study the company’s long-term 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;
（4） Study and put forward suggestions on other major issues affecting the development of the company;
（5） Regularly supervise and inspect the implementation of investment projects;
（6） Other matters authorized by the board of directors.
Article 25 the strategy committee shall set up an investment review group to be responsible for the preliminary preparations before the decision-making of the Committee and provide relevant written materials.
Article 26 the investment review team shall follow the following procedures when making preparations for the decision of the strategy committee:
（1） The relevant department of the company or the person in charge of the holding (joint-stock) enterprise shall report the intention of major investment and financing, capital operation and asset operation projects, preliminary feasibility report and the basic information of the partners;
（2） The investment review team shall conduct the preliminary review, sign and issue the project proposal, and report to the Strategy Committee for the record;
（3） Relevant departments of the company or holding (joint-stock) enterprises negotiate agreements, contracts, articles of association and feasibility reports, and report to the investment review team;
（4） The investment review team shall review and issue written opinions, and submit formal proposals to the strategy committee. Article 27 the strategy committee shall hold a meeting for discussion according to the proposal of the investment review group, submit the discussion results to the board of directors and feed back to the investment review group at the same time.
Chapter V audit committee
Article XXVIII the company’s internal audit, investment policy supervision and external audit committee shall be responsible for the work of the company’s internal audit and external audit, and shall be responsible for providing advice to the board of directors.
Article 29 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 and comment on the company’s financial report;
（4） Supervise and evaluate the company’s internal control;
（5） Coordinate the communication between management, internal audit department and relevant departments and external audit institutions;
（6） Other matters authorized by the board of directors of the company and other matters involved in laws and regulations and relevant provisions of Shenzhen Stock Exchange.
Article 30 the audit committee shall be responsible to the board of directors, and the proposals of the committee shall be submitted to the board of directors for deliberation and decision. The audit committee shall cooperate with the board of supervisors in the audit activities, and the audit committee shall hold a meeting to review the periodic reports.
Chapter VI Nomination Committee
Article 31 the nomination committee of the board of directors is mainly responsible for proposing the size and composition of the board of directors to the board of directors, formulating the selection criteria and nomination procedures for directors and senior managers, and nominating new candidates for directors and senior managers to the board of directors.
Article 32 the main responsibilities and authorities 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 and formulate the selection criteria and procedures of directors and senior managers, and put forward suggestions to the board of directors;
（3） Search for and recommend qualified directors and senior managers to the board of directors 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 33 before Electing new directors and appointing new senior managers, propose candidates for the board of directors and new senior managers to the board of directors, and provide relevant materials.
Chapter VII remuneration and assessment committee
Article 34 The remuneration and assessment committee of the board of directors is mainly responsible for formulating the remuneration assessment standards of the company’s directors and senior managers, implementing the assessment, and being responsible to the board of directors.
Article 35 the main responsibilities and authorities of the remuneration and assessment committee are as follows:
(I) formulate the salary plan or scheme according to the main scope, responsibilities and importance of the management positions of directors (independent directors) and senior managers and the salary level of relevant positions in other relevant enterprises;
（2） Examine and approve the company’s salary plan or scheme, mainly including but not limited to performance evaluation standards, procedures and main evaluation systems, main specific schemes and systems of rewards and punishments, etc;
（3） Review the performance of directors (independent directors) and senior managers of the company and conduct annual performance evaluation;
（4） Supervise the implementation of the company’s salary system;
（5） Other functions and powers authorized by the board of directors.
Article 36 the remuneration plan of the company’s directors and independent directors proposed by the remuneration and assessment committee shall be submitted to the board of directors for approval and submitted to the general meeting of shareholders of the company for deliberation and approval before implementation; The remuneration distribution plan of the company’s senior managers shall be submitted to the board of directors for approval.
Article 37 the remuneration and assessment committee shall fully understand the following when formulating relevant plans for remuneration and assessment:
（1） Completion of the company’s main financial indicators and business objectives;
（2） Scope of work and main responsibilities of senior managers of the company;
（3） Completion of indicators involved in the job performance assessment system for directors and senior managers;
（4） Business capability and operating performance of directors and senior managers;
（5） The relevant calculation basis of the company’s salary distribution plan and distribution mode formulated according to the company’s performance;
（6） Remuneration of other similar companies.
Chapter VIII supplementary provisions
Article 38 matters not covered in this system shall be implemented in accordance with relevant national laws and regulations and the articles of association of the company; In case of any conflict between this system 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 prevail.
Article 39 the right to interpret this system belongs to the board of directors of the company.
Article 40 the system shall come into force from the date of deliberation and approval by the board of directors of the company, and the same shall apply to modification.
Jiangxi Special Electric Motor Co.Ltd(002176) board of directors may 2022
