General Provisions - The purpose of the work rules is to adapt to the strategic development needs of Hubei Jiuzhiyang Infrared System Co., Ltd., ensuring the scientific nature of development planning and strategic decision-making, enhancing sustainable development capabilities, and improving investment decision-making processes [1][2] - The Strategic and Investment Committee is a permanent specialized working body under the board of directors, responsible for researching and proposing suggestions on the company's long-term development strategy, major investment decisions, sustainable development, and ESG work [1][2] Composition of the Committee - The Strategic and Investment Committee consists of five directors elected by the board of directors, with the chairman of the company serving as the committee's chairperson [2][3] - The term of the committee aligns with that of the current board of directors, and members can be re-elected upon term expiration [2][3] Responsibilities and Authority - The main responsibilities of the Strategic and Investment Committee include researching and proposing suggestions on the company's long-term strategic planning, major investment financing plans, significant capital operations, and ESG-related planning [3][4] - The committee is also responsible for reviewing the implementation of these matters and reporting to the board of directors [3][4] Working Procedures - The committee may require relevant departments or responsible persons from holding (or participating) enterprises to submit preliminary feasibility reports and basic information on cooperation partners before making decisions [4][5] - The committee can hire intermediary organizations to provide professional opinions for its decisions, with costs borne by the company [4][5] Meeting Rules - Meetings of the Strategic and Investment Committee require the presence of at least two-thirds of the members to be valid, and decisions must be approved by a majority [5][6] - Meetings can be held in person or through other means such as video or telephone, ensuring that all members can express their opinions [5][6] Confidentiality and Implementation - All members attending the meetings have confidentiality obligations and must not disclose relevant information [6][7] - The chairperson or designated members are responsible for tracking the implementation of decisions and reporting any violations to the board of directors [6][7] Supplementary Provisions - Any matters not covered by these work rules will be executed according to relevant national laws, regulations, and the company's articles of association [7] - The board of directors is responsible for interpreting and revising these work rules, which take effect upon approval by the board [7]
久之洋: 董事会战略与投资委员会工作细则(2025年7月)