Chapter 1 General Principles
Article 1
To adapt to the strategic development needs of Meirui New Materials Co., Ltd. (hereinafter referred to as "the Company"), standardize the hiring and selection of senior management, establish a sound compensation assessment system for senior management, ensure the timeliness and professionalism of internal audits, enhance the Company's core competitiveness, and improve corporate governance structure, the Board of Directors has established the Strategic Committee, Nomination Committee, Audit Committee, and Compensation and Assessment Committee, and formulated these rules of procedure in accordance with the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law"), the Guidelines for the Governance of Listed Companies, the Self-Regulatory Guidelines No. 2 for Listed Companies on the Shenzhen Stock Exchange - Normative Operations of Growth Enterprise Market Listed Companies, the Articles of Association of Meirui New Materials Co., Ltd. (hereinafter referred to as "the Articles of Association"), and other relevant regulations. The rules for the Audit Committee meetings are separately stipulated.
Article 2
Members of the Strategic Committee, Nomination Committee, Audit Committee, and Compensation and Assessment Committee are all composed of directors. Among them, independent directors must account for more than half and serve as conveners (i.e., chairpersons) of the Nomination Committee and Compensation and Assessment Committee. Members of the Audit Committee must be directors who do not serve as senior management of the Company, and the convener must be an accounting professional among the independent directors.
Chapter 2 Working Rules of the Strategic Committee
Article 3
The Strategic Committee of the Board of Directors is a specialized working body established under the Board, primarily responsible for researching and proposing suggestions on the Company's long-term development strategies and major investment decisions.
Article 4
Composition:
- The Strategic Committee consists of 5 directors, including at least one independent director.
- Members of the Strategic Committee are nominated by the Chairman, more than half of the independent directors, or more than one-third of the directors, and elected by the Board of Directors.
- The Strategic Committee has one convener, who is the Chairman of the Company.
- The term of the Strategic Committee is consistent with that of the Board of Directors. If a member no longer serves as a director, they automatically lose their membership, and the Committee will supplement the number of members according to the provisions in items (1) to (3) above.
Article 5
Responsibilities and Authority:
- The main responsibilities and authority of the Strategic Committee include:
- Researching and proposing suggestions on the Company's long-term development strategy planning;
- Researching and proposing suggestions on major investment financing plans that require approval from the Board of Directors and shareholders' meeting as stipulated in the Articles of Association;
- Researching and proposing suggestions on major capital operations and asset management projects that require approval from the Board of Directors and shareholders' meeting as stipulated in the Articles of Association;
- Researching and proposing suggestions on other significant matters affecting the Company's development;
- Inspecting the implementation of the above matters;
- Other matters authorized by the Board of Directors.
- The Strategic Committee performs its duties in accordance with the Articles of Association and the authorization of the Board of Directors.