Implementation Rules for the Board of Directors' Special Committees
I. Implementation Rules for the Board of Directors' Strategy Committee
Chapter 1 General Provisions
Article 1 To adapt to the company's strategic development needs, determine the company's development plan, improve the investment decision-making process, enhance the scientific nature of decision-making, improve the effectiveness and quality of major investment decisions, perfect the company's governance structure, and strengthen the company's core competitiveness, in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), the "Administrative Measures for Independent Directors of Listed Companies" (hereinafter referred to as the "Measures"), the "Corporate Governance Guidelines for Listed Companies," and other laws and regulations, the business rules of the Shenzhen Stock Exchange, and the Articles of Association of Zhejiang Hangyang Power Machinery Technology Group Co., Ltd. (hereinafter referred to as the "Articles of Association"), the company hereby establishes the Board of Directors' Strategy Committee and formulates these Implementation Rules.
Article 2 The Strategy Committee is a special working body established by the Board of Directors, primarily responsible for researching and proposing suggestions on the company's long-term development strategy and major investment decisions. The Strategy Committee operates under the leadership of the Board of Directors and is accountable to the Board of Directors, reporting its work to the Board.
Chapter 2 Composition
Article 3 The Strategy Committee shall be composed of five directors, with independent directors constituting the majority.
Article 4 Members of the Strategy Committee shall be elected by the Board of Directors from among the members of the company's Board of Directors.
Article 5 The Strategy Committee shall have one convener, who shall be the Chairman of the company, responsible for convening and presiding over the work of the Strategy Committee.
Article 6 The term of office for members of the Strategy Committee shall be the same as the term of office for directors. Members may be re-elected upon the expiration of their term. If a member ceases to serve as a director of the company during their term, they shall automatically lose their membership, and the Board of Directors shall supplement the number of members in accordance with the provisions of Articles 3 to 5 above.
Article 7 The Strategy Committee shall establish a working group to serve as the daily working body of the Strategy Committee.
Chapter 3 Responsibilities and Authority
Article 8 The main responsibilities and authority of the Strategy Committee include: (1) Researching and proposing suggestions on the company's long-term development strategy and planning; (2) Researching and proposing suggestions on major investment and financing plans that require approval by the Board of Directors as stipulated in the "Articles of Association"; (3) Researching and proposing suggestions on major capital operation and asset management projects that require approval by the Board of Directors as stipulated in the "Articles of Association"; (4) Researching and proposing suggestions on other major matters affecting the company's development; (5) Inspecting the implementation of the above matters; (6) Other matters authorized by the Board of Directors.
For the above matters, if the Strategy Committee deems it necessary or if laws, regulations, and normative documents clearly stipulate, it shall form proposals, which shall be submitted to the Board of Directors for deliberation and decision after being reviewed and approved by the Strategy Committee.
Article 9 The Strategy Committee is accountable to the Board of Directors, and its proposals shall be submitted to the Board of Directors for deliberation and decision. The Strategy Committee shall provide reports, suggestions, and summaries of its research and discussions to the Board of Directors for the Board's research and decision-making.