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SRP Microelectronics Technology (Suzhou) Co., Ltd
Rules of Work of the Strategy and Sustainability Committee of the Board of Directors
Chapter I: General Provisions
Article 1 In order to adapt to SRP Microelectronics Technology (Suzhou) Co., Ltd. (hereinafter referred to as the "Company")
Strategic development needs to ensure the scientificity of the company's development planning and strategic decision-making, and enhance the company's development
Sustainable development capacity, in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company").
Justice") "Code of Governance for Listed Companies" "Siruipu Microelectronics Technology (Suzhou) Shares
Articles of Association of a Limited Company (hereinafter referred to as the "Articles of Association") and other relevant provisions
Establish the Strategy and Sustainability Committee of the Board of Directors and formulate these Rules.
Article 2 The Strategy and Sustainable Development Committee of the Board of Directors is a special working body established by the Board of Directors
The Board of Directors is responsible and reports to the Board of Directors.
Chapter II: Composition of Personnel
Article 3 The Strategy and Sustainable Development Committee shall be composed of three to five directors.
Article 4 The chairman of the board of directors of the company shall be an inherent member of the strategy and sustainable development committee, and the other members shall be composed of the chairman of the board of directors,
More than one-half of the independent directors or one-third of all directors shall be nominated and elected by the board of directors
Lift generated.
Article 5 The Strategy and Sustainable Development Committee shall have a chairman (convener) who shall be the chairman of the board of directors of the company
As.
Article 6 The term of office of the Strategy and Sustainable Development Committee shall be the same as that of the Board of Directors
Elect for re-election. During this period, if a member ceases to serve as a director of the company, he or she will automatically lose his membership qualifications
Case.
Members of the Committee may submit their resignations to the Board of Directors before the expiration of their term of office, and the resignation report shall be
Provide necessary explanations on the reasons for resignation and matters that require the attention of the board of directors of the company.
At the suggestion of the chairman of the board of directors and the discussion and approval of the board of directors, the members of the committee may be transferred during the term of office
Whole.
Article 7 The Strategy and Sustainable Development Committee is no longer a director of the company, resigns, is dismissed or he/she is a member of the Committee
If the number of members is less than three, the Board of Directors shall supplement the number of members in accordance with the provisions of these Rules
The number of additional members shall be appointed for the duration of their term of office as a director.
Chapter III: Duties and Authority
Article 8 The Strategy and Sustainable Development Committee is responsible for the company's long-term development strategy, major investment decisions,
Conduct studies and make recommendations on major capital operations and sustainable development. Key responsibilities and authority such as:
Under:
(1) Study and propose the company's long-term development plan, business objectives and development policies
Discuss;
(2) The company's business strategy includes but is not limited to product strategy, market strategy, and marketing strategy
strategy, R&D strategy, talent strategy to conduct research and make suggestions;
(3) To study and propose major investment plans that are subject to the approval of the board of directors as stipulated in the articles of association of the company
make suggestions;
(4) Major capital operations and asset operations that are subject to the approval of the board of directors as stipulated in the articles of association
to conduct research and make recommendations;
(v) Strategic planning for sustainable development management, including environmental, social and corporate governance
Conduct research on the company's sustainable development policy, strategy, goals, policies, and management
etc.;
(6) Identify and assess sustainable development issues, including environmental, social and corporate governance
Impacts, risks and opportunities, recommendations and monitoring of sustainability-related
implementation of the work;
(7) Supervise the Company to strengthen communication with various stakeholders on important sustainability issues;
(8) To review the Company's annual sustainability report and other sustainability-related information disclosures,
ensure the accuracy and completeness of the information disclosed;
(9) To study and make suggestions on other major matters affecting the development of the company;
(10) Follow-up inspection of the implementation of the above matters;
(11) Other matters authorized by the Board of Directors.
Article 9 When the company has the matters listed in Article 8 of these Rules, it shall convene the Strategy and Sustainable Development Committee in a timely manner
Meetings of the Council. After the deliberation and adoption of the Committee on Strategy and Sustainable Development, a strategy and sustainability should be formed
The resolution of the meeting of the Sustainable Development Committee shall be submitted to the Board of Directors of the Company for deliberation together with relevant proposals.
Article 10 The exercise of the functions and powers of the Strategy and Sustainable Development Committee shall be in accordance with the Company Law, the Articles of Association and the Articles of Association
The relevant provisions of these rules shall not harm the interests of the company and shareholders.
Article 11 When the Strategy and Sustainable Development Committee performs its duties, the relevant departments of the Company shall cooperate
The cost is borne by the company.
Chapter IV Rules of Procedure
Article 12 The Strategy and Sustainable Development Committee shall convene meetings according to actual needs, and the meetings shall be conducted by Strategy and Sustainability
The chairman of the Sustainable Development Committee convenes and presides. The chairperson is unable or unable to perform his or her duties
, one independent member of the Board shall be designated to perform duties on his or her behalf. The Chairman of the Committee does not perform his duties,
If no other independent director member is appointed to perform his or her duties, any one of the members may appoint the relevant member
The situation is reported to the Board of Directors of the Company, and the Board of Directors appoints one independent director member to carry out the strategy and
Responsibilities of the Chairman of the Committee on Sustainable Development.
Article 13 When proposed by more than one-half of the members of the Strategy and Sustainable Development Committee, or by the chairman
A meeting may be convened when deemed necessary, and the meeting shall be sent to all members three days before the convening
The meeting informed that when there is an urgent matter, an ad hoc meeting of the Strategy and Sustainable Development Committee may be convened
There shall be no time limit on the notice of the aforesaid meeting, but reasonable notice shall be given.
Article 14 Meetings of the Strategy and Sustainable Development Committee shall be held only when more than half of the members are present; Every
members have one vote; Resolutions made at the meeting must be passed by a majority of all members
Pass.
Article 15 The meetings of the Strategy and Sustainable Development Committee shall be composed of members of the Strategy and Sustainable Development Committee
people attended. If a member is unable to attend for any reason, he or she may entrust another member in writing to attend on his behalf. commissioner
Those who do not attend the meeting of the Strategy and Sustainable Development Committee, and do not entrust a representative to attend, shall be deemed to have been released
Abstain from voting at that meeting.
Article 16 Meetings of the Strategy and Sustainable Development Committee shall be held in the form of on-site meetings or teleconferences.
Voting at meetings of the Strategy and Sustainable Development Committee shall be by show of hands or by ballot.
Article 17 The Strategy and Sustainable Development Committee may invite the Company to be non-strategic and sustainable when necessary
Directors, supervisors, senior management and others of the Development Committee related to Strategy and Sustainable Development
Attendance of the Committee on Strategy and Sustainable Development at meetings of the Committee on Strategy and Sustainable Development,
Attendees may explain or explain the matters discussed at the meeting.
Article 18 If necessary, the Strategy and Sustainable Development Committee may engage intermediaries to provide for its decision-making
Professional advice, at the expense of the company.
Article 19 The procedures for convening meetings, voting methods and resolutions adopted by the Committee on Strategy and Sustainable Development
The case must comply with the provisions of relevant laws, regulations, articles of association and these bylaws.
Article 20: Meetings of the Strategy and Sustainable Development Committee shall be recorded, and members attending the meeting shall be present
Signature on the minutes of the meeting; The minutes of the meeting shall be kept by the secretary of the board of directors of the company for a period of not less than 10
Year.
Article 21 The motions and voting results adopted by the Strategy and Sustainable Development Committee shall be in writing
Report to the board of directors of the company.
Article 22 Members attending the meeting shall have the obligation to keep confidential the matters discussed at the meeting, and shall not disclose the relevant matters without authorization
Information.
Chapter V: Supplementary Provisions
Article 23 These rules shall come into force and be implemented from the date of adoption of the resolution of the board of directors, and the same shall apply when amended.
Article 24 Matters not covered in these Detailed Rules or laws, regulations and norms promulgated or amended after these Detailed Rules come into effect
In case of conflict between the provisions of the document or the articles of association, the relevant national laws, regulations and normative documents shall be followed
or the provisions of the articles of association.
Article 25 The board of directors of the company shall be responsible for the interpretation of these rules.
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