Hangzhou Century Co.Ltd(300078)
Rules of procedure of the board of directors
(revised in January 2022)
Chapter I General Provisions
Article 1 in order to further standardize the discussion methods and decision-making procedures of the board of directors of Hangzhou Century Co.Ltd(300078) (hereinafter referred to as “the company” or “the company”), promote the board of directors and directors to effectively perform their duties and improve the standard operation and scientific decision-making level of the board of directors, according to the company law of the people’s Republic of China (hereinafter referred to as “the company law”) These rules are formulated in accordance with the relevant provisions of the standards for the governance of listed companies (revised in 2018), the rules for the listing of shares on the gem of Shenzhen Stock Exchange (hereinafter referred to as the “rules for the listing of shares on the gem”), the guidelines for the self discipline supervision of listed companies on the Shenzhen Stock Exchange No. 2 – the standardized operation of companies listed on the gem, and the articles of association. Article 2 the board of directors is the executive body of the general meeting of shareholders. It is responsible for the major business decisions of the company and the general meeting of shareholders when the general meeting of shareholders is not in session.
Article 3 These Rules shall be binding on the board of directors and its members once deliberated and adopted by the general meeting of shareholders.
Chapter II convening and notification of the board of directors
Article 4 the meetings of the board of directors are divided into regular meetings and interim meetings.
The board of directors shall hold a regular meeting at least once a year in each of the previous and next half years.
Article 5 under any of the following circumstances, the chairman of the board of directors shall convene an interim meeting of the board of directors within 10 working days: 1. When the chairman considers it necessary;
2. When more than one-third of the directors or more than one-half of the independent directors jointly propose;
3. When proposed by the board of supervisors;
4. When proposed by the general manager;
5. When shareholders representing more than 1 / 10 of the voting rights propose;
6. When required by the securities regulatory authority;
7. Other circumstances stipulated by laws and regulations or the articles of association.
Article 6 the meeting of the board of directors shall be convened and presided over by the chairman. If the chairman is unable or fails to perform his duties, the vice chairman (if any) shall be responsible for convening the meeting; If the vice chairman (if any) is unable to perform his duties or fails to perform his duties, a director jointly elected by more than half of the directors shall be responsible for convening and presiding over the meeting of the board of directors.
Article 7 when convening regular and interim meetings of the board of directors, the securities management department shall send a written notice of the meeting 10 and 5 days in advance to all directors and supervisors, as well as the general manager, deputy general manager, Secretary of the board of directors and other senior managers of the company by hand, e-mail, telephone or other forms specified in the articles of association. If it is not delivered by hand, it shall also be confirmed by telephone and recorded accordingly.
In case of emergency, if it is necessary to convene an interim meeting of the board of directors as soon as possible, the meeting notice can be sent at any time by telephone, e-mail, wechat or other oral means, but the convener shall make an explanation at the meeting.
Article 8 the written notice of the meeting of the board of directors shall at least include the following contents:
1. Time and place of the meeting;
2. Convening method of the meeting;
3. Matters to be considered (meeting proposal) and prior approval of independent directors;
4. The convener and moderator of the meeting, the proposer of the interim meeting and his written proposal;
5. Meeting materials necessary for directors’ voting;
6. The directors shall attend the meeting in person or entrust other directors to attend the meeting on their behalf;
7. Contact person and contact information;
8. Date of notification.
The notice of oral meeting shall at least include the contents of items 1 and 2 above, as well as the description of the urgent need to convene an interim meeting of the board of directors as soon as possible.
Article 9 after the written meeting notice of the regular meeting of the board of directors is issued, if it is necessary to change the time, place and other matters of the meeting or add, change or cancel the meeting proposal, a written change notice shall be issued three days before the originally scheduled meeting to explain the situation and the relevant contents and materials of the new proposal. If it is less than three days, the date of the meeting shall be postponed accordingly, or the meeting shall be held on the original date after obtaining the written approval of all directors attending the meeting.
After the notice of the interim meeting of the board of directors is issued, if it is necessary to change the time, place and other matters of the meeting or add, change or cancel the proposal of the meeting, it shall obtain the approval of all directors attending the meeting in advance and make corresponding records. Chapter III proposal of the board meeting
Article 10 the proposals of the board of directors are divided into fixed proposals and temporary proposals.
Article 11 fixed proposals refer to the proposals that need to be submitted to the annual board of directors or the interim Board of directors for deliberation on time every year, mainly including the following proposals:
1. Annual work report of the board of directors;
2. Annual general manager work report;
3. Annual financial statement report;
4. Annual profit distribution plan;
5. Interim profit distribution plan.
Article 12 the temporary proposal refers to the proposal, in addition to the fixed proposal, which can be implemented only after being submitted to the board of directors for deliberation and approval according to the needs of the company’s operation and management and the provisions of relevant national regulations and the articles of association.
Article 13 the relevant proposer shall submit a written proposal to the chairman of the board of directors for an interim proposal, which shall specify the following matters:
1. The name of the proposer;
2. The reasons for the proposal or the objective reasons on which the proposal is based;
3. Propose the time or time limit, place and method of the meeting;
4. Clear and specific proposals;
5. Contact information and proposal date of the proposer.
The contents of the proposal shall fall within the scope of the board of directors’ functions and powers specified in the articles of association, and the materials related to the proposal shall be submitted together. If the chairman believes that the content of the proposal is unclear, specific or the relevant materials are insufficient, he may require the proposer to modify or supplement it. After being reviewed by the chairman, the proposal can be submitted to the board of directors as an interim proposal for deliberation. Major connected transactions can be submitted to the board of directors for discussion only after being approved by independent directors; Before making a judgment, an independent director may hire an intermediary to issue an independent financial advisory report as the basis for his judgment.
Chapter IV procedures of the board of directors
Article 14 the meeting of the board of directors can be held only when more than half of the directors are present. Supervisors may attend the meetings of the board of directors as nonvoting delegates; The general manager and the Secretary of the board of directors shall attend the meeting of the board of directors as nonvoting delegates. If the chairman of the meeting deems it necessary, he may notify other relevant personnel to attend the meeting of the board of directors as nonvoting delegates.
Article 15 in principle, the meeting of the board of directors shall be attended by the directors themselves; If a director is unable to attend for some reason, he may entrust another director in writing to attend on his behalf. The power of attorney shall specify the name of the agent, the matters of agency, the scope of authorization and the period of validity, and shall be signed by the principal. The directors attending the meeting on their behalf shall exercise the rights of directors within the scope of authorization. If a director fails to attend the meeting of the board of directors or entrust a representative to attend, he shall be deemed to have waived his voting right at the meeting.
Entrustment and entrustment to attend the meeting of the board of directors shall follow the following principles:
1. When considering related party transactions, non related directors shall not entrust related directors to attend on their behalf; Affiliated directors shall not accept the entrustment of non affiliated directors;
2. Independent directors shall not entrust non independent directors to attend on their behalf, and non independent directors shall not accept the entrustment of independent directors;
3. A director shall not fully entrust other directors to attend on his behalf without stating his personal opinions and voting intention on the proposal, and the relevant directors shall not accept the entrustment with full authorization and unclear authorization;
4. A director shall not accept the entrustment of more than two directors, nor shall a director entrust a director who has accepted the entrustment of two other directors to attend on his behalf.
Article 16 convening method of the meeting
The board meeting shall be held on site. If necessary, on the premise of ensuring that the directors can fully express their opinions, the meeting can also be held by video, telephone, fax or e-mail voting with the consent of the convener (host) and the proposer. The meeting of the board of directors can also be held at the same time as other methods.
If the meeting is not held on site, the number of directors attending the meeting shall be calculated by video showing the directors present, the directors who express their opinions in the teleconference, the effective voting votes such as fax or email actually received within the specified time limit, or the written confirmation letter submitted by the directors who have participated in the meeting afterwards.
Article 17 deliberation procedures of the meeting
The chairman of the meeting shall request the directors attending the board meeting to express clear opinions on various proposals.
For proposals that require prior approval of independent directors according to regulations, the meeting host shall designate an independent director to read out the written approval opinions reached by independent directors before discussing relevant proposals.
If a director obstructs the normal progress of the meeting or affects the speeches of other directors, the chairman of the meeting shall stop it in time.
Unless unanimously agreed by all directors present at the meeting, the board meeting shall not vote on the proposal not included in the meeting notice.
Article 18 express opinions
The directors shall carefully read the relevant meeting materials and express their opinions independently and prudently on the basis of full understanding of the situation.
Before the meeting, the directors may learn the information required for decision-making from the securities management department, the convener of the meeting, the general manager and other senior managers, various special committees, accounting firms, law firms and other relevant personnel and institutions, or suggest to the host during the meeting to invite the representatives of the above-mentioned personnel and institutions to attend the meeting to explain the relevant situation.
Article 19 the voting method of the resolution of the board of directors is: open ballot or show of hands, and each director has one vote.
The voting intentions of directors are divided into consent, objection and waiver. The directors attending the meeting shall choose one of the above intentions. If they fail to choose or choose more than two intentions at the same time, the chairman of the meeting shall require the relevant directors to choose again. If they refuse to choose, they shall be deemed to have abstained; Those who leave the venue halfway and do not return without making a choice shall be deemed to have abstained.
Article 20 withdrawal from voting
Under the following circumstances, the directors shall withdraw from voting on the relevant proposals:
(I) circumstances under which directors should withdraw as stipulated in the GEM Listing Rules;
(II) circumstances that the directors themselves think should be avoided;
(III) other circumstances specified in the articles of association of the company that must be avoided due to the connection between the directors and the enterprise involved in the meeting proposal.
In the case that the directors avoid voting, the relevant board meeting can be held when more than half of the unrelated directors are present, and the formation of a resolution must be passed by more than half of the unrelated directors. If the number of unrelated directors attending the meeting is less than three, the matter shall be submitted to the general meeting of shareholders for deliberation.
Article 21 statistics of voting results
After the voting of the directors attending the meeting is completed, the securities affairs representative and relevant staff of the securities management department shall timely collect the voting votes of the directors and submit them to the Secretary of the board of directors for statistics under the supervision of an independent director or other directors.
If a meeting is held on site, the host of the meeting shall announce the statistical results on the spot; In other cases, the chairman of the meeting shall require the Secretary of the board of directors to notify the directors of the voting results before the next working day after the end of the specified voting time limit. If a director votes after the chairman of the meeting announces the voting results or after the specified voting time limit expires, the voting situation shall not be counted.
Article 22 formation of resolutions
Except for the circumstances specified in Article 20 of these rules, the resolution of the board of directors can be adopted only with the consent of more than half of all directors. Where laws, administrative regulations and the articles of association of the company stipulate that the board of directors should obtain the consent of more directors to form a resolution, such provisions shall prevail.
In accordance with the provisions of the articles of association of the company, the board of directors shall make resolutions on guarantees and financial assistance within its authority. In addition to the consent of more than half of all directors, it shall also be approved by more than two-thirds of the directors attending the meeting.
In case of any contradiction between the contents and meanings of different resolutions, the resolution formed later in time shall prevail.
Article 23 special provisions on profit distribution and conversion of capital reserve into share capital
If the board of directors needs to make a resolution on the company’s profit distribution and the conversion of capital reserve into share capital, it can first notify the certified public accountant of the distribution plan to be submitted to the board of directors for deliberation, and require him to issue a draft audit report accordingly (other financial data except those related to distribution have been determined). After making the distribution resolution, the board of directors shall require the certified public accountant to issue a formal audit report, and then the board of directors shall make a resolution on other related matters in the periodic report according to the formal audit report issued by the certified public accountant.
Article 24 the Secretary of the board of directors is responsible for making minutes of the meeting of the board of directors. The minutes of the meeting of the board of directors include the following contents:
1. The session of the meeting and the time, place and mode of the meeting;
2. Issuance of meeting notice;
3. Convener and moderator of the meeting;
4. Directors’ attendance in person and entrusted attendance;
5. Proposals considered at the meeting, key points and main opinions of each director on relevant matters;
6. Voting method and voting result of each proposal (specify the specific number of affirmative, negative and abstention votes);
7. Other matters that the directors attending the meeting think should be recorded.
Article 25 signature of directors
The directors attending the meeting shall sign and confirm the meeting minutes and resolution records on behalf of themselves and the directors entrusted to attend the meeting on their behalf. If the directors have different opinions on the minutes or resolutions, they may make a written explanation when signing. If a director fails to sign for confirmation in accordance with the provisions of the preceding paragraph or make a written explanation of his different opinions, he shall be deemed to fully agree with the contents of the meeting minutes and resolution records.
Article 26 the directors shall be responsible for the resolutions of the board of directors. If the resolution of the board of directors violates laws, administrative regulations or the articles of association or the resolution of the general meeting of shareholders, resulting in serious losses to the company, the directors participating in the resolution shall be liable for compensation to the company. However, if it is proved that he has expressed objection during voting and recorded it in the minutes of the meeting, the director may be exempted from liability.
Failure to attend the board of directors after effective notice, failure to appoint an agent to attend, and failure to express written objection to the resolution shall not exempt the liability.
Article 27 announcement of resolutions
The announcement of the resolution of the board of directors shall be handled by the Secretary of the board of directors in accordance with the relevant provisions of the GEM Listing Rules. Before the disclosure of the resolution announcement, the attending directors and non voting participants, records and
