Rules of Work of the Strategic Committee of the Board of Directors
(Revised in 2022)
Chapter I General Provisions
Article 1 In order to meet the strategic development needs of Guangdong Mingzhu Group Co.Ltd(600382) (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 process, strengthen the scientific nature of decision-making, improve the effectiveness of major investment decisions and the quality of decision-making, and improve the corporate governance structure, in accordance with the Company Law, the Code of Governance of Listed Companies”, “Articles of Association” and other relevant regulations, and formulate these working rules.
Article 2 The Strategy Committee is a special working body under the Board of Directors, mainly responsible for studying and making recommendations on the long-term development strategy and major investment decisions of the Company.
Chapter II Composition
Article 3 The members of the Strategy Committee shall consist of three directors, including two independent directors.
Article 4 The members of the Strategic Committee shall be nominated by the Chairman, more than one-half of the independent directors or one-third of all directors and elected by the Board of Directors.
Article 5 The Strategic Committee shall have a chairman (convener), who shall be the chairman of the Board and shall be responsible for presiding over the work of the Committee.
Article 6 The term of office of the Strategic Committee shall be the same as the term of office of the Board of Directors, and the members may be re-elected when their term expires. If any member ceases to be a director of the Company during the term, he/she shall automatically lose his/her membership and the Committee shall make up the number of members in accordance with the provisions of Articles 3 to 5 above. Before the newly elected members take office, the original members shall still perform the corresponding duties in accordance with the provisions of these working rules.
Article 7 The Investment Committee shall be established under the Strategic Committee, and the members of the Investment Committee shall consist of the Chairman, President, Chief Financial Officer, Secretary of the Board of Directors, Investment Director, corporate advisors and relevant industry experts. The Company’s Strategic Investment Department and the Investment Committee are the specific functional departments and working groups under the Strategic Committee, responsible for the basic management, proposal submission, supervision and implementation of matters within the responsibilities of the Committee; the Secretary of the Board of Directors and the Office of the Board of Directors are responsible for the organization of the meetings of the Strategic Committee.
Chapter III Responsibilities and Authorities
Article 8 The main duties and powers of the Strategy Committee shall be
(I) To conduct research and make recommendations on the long-term development strategic plan of the Company.
(Ⅱ) To study and make recommendations on major investment and financing proposals that are subject to the approval of the Board of Directors as stipulated in the Articles of Incorporation.
(Ⅲ) To study and make recommendations on major capital operation and asset management projects that are required to be approved by the Board of Directors as stipulated in the Articles of Association.
(Ⅳ) To study and make recommendations on other significant matters affecting the development of the Company.
(V) To conduct inspections on the implementation of the above matters.
(VI) Other matters authorized by the Board of Directors.
Article 9 The Strategy Committee shall be responsible to the Board of Directors and the proposals of the Committee shall be submitted to the Board of Directors for consideration and decision.
Chapter IV Decision-making Procedures
Article 10 The Strategic Investment Department or the Investment Committee shall be responsible for making preparatory work for the decision of the Strategic Committee and providing information on relevant aspects of the Company as follows.
(Ⅰ) The person in charge of the relevant departments or holding companies of the company shall submit information on the intention, preliminary feasibility report and the basic situation of the partners of major investment and financing, capital operation and asset management projects.
(Ⅱ) Preliminary examination by the Investment Committee, issuance of a letter of opinion on the project, and reporting to the Strategy Committee for the record.
(Ⅲ) Negotiation of agreements, contracts, by-laws and feasibility reports by relevant departments of the Company or holding companies to the outside world and reporting to the Investment Committee.
(Ⅳ) The Investment Committee shall evaluate, issue written opinions and submit formal proposals to the Strategy Committee. Article 11 The Strategic Committee shall convene a meeting according to the proposal of the Strategic Investment Department or the Investment Committee, discuss it, and submit the results of the discussion to the Board of Directors and feedback to the Investment Committee at the same time.
Chapter V Rules of Procedure
Article 12 The Strategic Committee shall meet at least twice a year and notify all members five days prior to the meeting. If a meeting needs to be held urgently for special reasons, the aforementioned notice period may be waived, but the convener shall make an explanation at the meeting. The meeting shall be presided over by the chairman of the committee, and the chairman of the committee may delegate another member (independent director) to preside over the meeting if he/she cannot attend.
Article 13 The meeting of the Strategic Committee shall be held in the presence of at least two-thirds of the members; each member shall have one vote; and the resolution made at the meeting shall be passed by a majority of all members.
Article 14 The voting method of the meeting of the Strategic Committee shall be by a show of hands or in writing; temporary meetings may be held by correspondence voting.
Article 15 The members of the Investment Committee may attend the meetings of the Strategy Committee, and if necessary, the directors, supervisors and other senior management of the Company may be invited to attend the meetings.
Article 16 If necessary, the Strategic Committee may hire intermediaries to provide professional opinions for its decision making at the expense of the Company.
Article 17 The procedure for convening the meeting of the Strategic Committee, the voting method and the motions adopted at the meeting shall follow the relevant laws and regulations, the Articles of Association and the provisions of these Measures.
Article 18 The meetings of the Strategic Committee shall be recorded and the members attending the meetings shall sign on the minutes; the minutes shall be kept by the secretary of the Board of Directors of the Company.
Article 19 The motions adopted at the meetings of the Strategic Committee and the voting results shall be reported in writing to the Board of Directors of the Company. Article 20 The members present at the meeting shall be obliged to keep the matters discussed at the meeting confidential and shall not disclose the relevant information without authorization.
Chapter VI By-laws
Article 21 These working rules shall come into effect and be implemented after they are considered and approved by the Board of Directors of the Company, and shall be the same when they are amended. At the same time, the ” Guangdong Mingzhu Group Co.Ltd(600382) Work Rules of the Strategic Committee of the Board of Directors” (revised in 2018) shall be repealed. Article 22 Any matters not covered by these working rules shall be implemented in accordance with the provisions of relevant state laws and regulations and the Articles of Association of the Company; if these working rules are in conflict with the laws and regulations promulgated by the state in the future or the Articles of Association of the Company amended by legal procedures, they shall be implemented in accordance with the provisions of relevant state laws and regulations and the Articles of Association of the Company, and shall be amended immediately and reported to the Board of Directors for consideration and approval. Article 23 The right to interpret these working rules shall be vested in the Board of Directors of the Company.
Guangdong Mingzhu Group Co.Ltd(600382) Board of Directors November 4, 2022