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Jiangsu Shentong Valve Co., Ltd. Board of Directors Strategy Committee Working Rules
Release time:
2022-10-26
Jiangsu Shentong Valve Co., Ltd.
Working Rules of the Strategic Committee of the Board of Directors
(Revised at the third meeting of the sixth session of the Board of Directors)
Section 1 General Provisions
Article 1 In order to meet the needs of the corporate development strategy of Jiangsu Shentong Valve Co., Ltd. (hereinafter referred to as the "Company"), ensure the scientific nature of the company's development planning and strategic decision-making, and enhance the company's sustainable development capabilities, the company is in accordance with the "the People's Republic of China Company Law", The relevant provisions of the "Listed Company Governance Guidelines" and the "Articles of Association" specially establish a strategy committee of the board of directors and formulate these working rules.
Article 2 The Strategy Committee is a special working body established by the board of directors in accordance with the resolutions of the general meeting of shareholders. It is mainly responsible for conducting feasibility studies on the company's long-term development strategic planning and major strategic investments, reporting its work to the board of directors and being responsible to the board of directors.
Article 3 The resolutions made by the Strategy Committee must comply with the "Articles of Association", these working rules and other relevant laws and regulations.
Section 2 Composition of Personnel
Article 4 The Strategy Committee shall be composed of seven members, of whom no less than three shall be held by independent directors of the Company.
Article 5 The chairman of the company is an inherent member of the strategy committee, and other members are elected by the company's board of directors within the scope of directors.
Article 6 The Strategy Committee shall have a director, who shall be the chairman of the company.
Article 7 The chairman of the Strategy Committee is responsible for convening and presiding over the meetings of the Strategy Committee. When the chairman of the Strategy Committee is unable or unable to perform his duties, he shall appoint another member to perform his duties on his behalf.
Article 8 The term of office of the members of the Strategy Committee shall be the same as that of the directors of the same board of directors.
Article 9 When the number of members of the Strategy Committee is less than five due to the resignation or removal of members or other reasons, the company's board of directors shall elect new members as soon as possible.
Article 10 Before the number of members of the Strategy Committee reaches five, the Strategy Committee shall suspend the exercise of the functions and powers stipulated in these working rules.
Article 11 The provisions of the Company Law and the Articles of Association on the obligations of directors shall apply to members of the Strategy Committee.
Section 3 Duties and Authority
Article 12 The Strategy Committee shall mainly exercise the following functions and powers;
(I) research and make recommendations on the company's long-term development plans, business objectives and development policies;
(II) research and make recommendations on the company's business strategy, including but not limited to product strategy, market strategy, marketing strategy, research and development strategy, and talent strategy;
(III) research and make recommendations on the company's major strategic investments and financing plans;
(IV) research and make recommendations on the company's major capital operations and asset management projects;
(V) research and make recommendations on other major issues affecting the company's development strategy;
(VI) conduct follow-up inspection on the implementation of the above matters;
(VII) other matters authorized by the Board of Directors of the Company.
Article 13 After the Strategy Committee has deliberated the matters specified in the preceding article of these working rules, it shall form a resolution of the Strategy Committee meeting and submit it to the company's board of directors for deliberation.
Article 14 The exercise of powers by the Strategy Committee must comply with the relevant provisions of the "Company Law", "Articles of Association" and these working rules, and must not harm the interests of the company and shareholders.
Article 15 When the Strategy Committee performs its duties, the relevant departments of the company shall cooperate with it, and the company shall bear the necessary expenses.
Section IV Proceedings
Article 14 The Strategy Committee shall convene at least two meetings 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 to preside.
Article 15 the meeting of the Strategy Committee shall be held only when more than 2/3 members are present; each member shall have one vote; and the resolutions made at the meeting must be adopted by more than half of all the members.
Article 16 The voting method at a committee meeting shall be a show of hands or a vote; an interim meeting may be convened by correspondence.
Article 17 The meeting of the Strategy Committee may invite the company's directors, supervisors and other management personnel to attend the meeting when necessary.
Article 18 If necessary, the committee may hire an intermediary agency to provide professional advice for its decision-making, and the expenses shall be borne by the company.
Article 19 The procedures for convening the meeting of the Strategy Committee, the voting method and the proposals passed at the meeting must comply with the provisions of relevant laws, regulations, the company's articles of association and these working rules.
Article 20 The meeting of the Strategy Committee shall be recorded, and the members present at the meeting shall sign the minutes of the meeting; the minutes of the meeting shall be kept by the secretary of the board of directors of the company.
Article 21 The proposals and voting results passed at the meeting of the Strategy Committee shall be submitted to the company's board of directors in writing.
Article 22 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.
Section 5 Supplementary Provisions
Article 23 Unless otherwise specified, the term "above" in these working rules includes this number.
Article 24 matters not covered in these working rules shall be implemented in accordance with the relevant provisions of national laws, regulations, articles of association and other normative documents. In case of any conflict between these working rules and the provisions of the Articles of Association, the provisions of the Articles of Association shall prevail.
Article 25 The working rules shall be interpreted and revised by the board of directors of the company.
Article 26 These working rules shall be formally implemented from the date of adoption by the board of directors of the company.
Board of Directors of Jiangsu Shentong Valve Co., Ltd.
October 26, 2022
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