Jinling Pharmaceutical Company Limited(000919) rules of procedure of the board of directors
(implemented in August 2007; revised for the first time in June 2020; revised for the second time in January 2022)
Chapter I General Provisions
Article 1 These rules are formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China and the Jinling Pharmaceutical Company Limited(000919) articles of Association (hereinafter referred to as the “articles of association”) in order to standardize the discussion methods and procedures of the board of directors, ensure the efficient operation and scientific decision-making of the board of directors, and effectively exercise the functions and powers of the board of directors.
Article 2 These rules are binding on all directors, the Secretary of the board of directors, supervisors and other relevant personnel attending the meeting of the board of directors.
Chapter II board of directors
Article 3 the board of directors of the company is composed of nine directors, including three independent directors. The board of directors has one chairman, two vice chairmen and one secretary of the board of directors. The Secretariat of the board of directors is the daily office of the board of directors.
The chairman and vice chairman shall be elected by the board of directors, and the Secretary of the board of directors shall be nominated by the chairman and approved by the resolution of the board of directors.
Article 4 the board of directors shall exercise the following functions and powers:
(I) convene the general meeting of shareholders and report to the general meeting of shareholders;
(II) implement the resolutions of the general meeting of shareholders;
(III) decide on the company’s business plan and investment plan;
(IV) formulate the company’s annual financial budget plan and final settlement plan;
(V) formulate the company’s profit distribution plan and loss recovery plan;
(VI) formulate the company’s plans for increasing or reducing its registered capital, issuing bonds or other securities and listing;
(VII) draw up plans for the company’s major acquisition, acquisition of the company’s shares, merger, division, dissolution and change of company form;
(VIII) within the scope authorized by the general meeting of shareholders, decide on the company’s foreign investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, related party transactions and other matters;
(IX) decide on the establishment of the company’s internal management organization;
(x) appoint or dismiss the president and Secretary of the board of directors of the company; According to the nomination of the president, appoint or dismiss the company’s vice president, chief accountant (financial principal), chief engineer, chief economist, president assistant and other senior managers, and decide on their remuneration, rewards and punishments;
（11） Formulate the basic management system of the company;
（12） Formulate the amendment plan of the articles of Association;
（13） Manage the information disclosure of the company;
（14） Propose to the general meeting of shareholders to hire or replace the accounting firm audited by the company;
（15） Listen to the work report of the president of the company and check the work of the president;
(16) to decide that the company shall purchase the shares of the company due to the circumstances specified in items (3), (5) and (6) of Article 23 of the articles of Association;
Article 5 the company shall establish strict examination and decision-making procedures; Major investment projects shall be reviewed by relevant experts and professionals and reported to the general meeting of shareholders for approval.
The authority of the board of directors on foreign investment, acquisition and sale of assets, loan approval, asset mortgage, external guarantee and related party transactions is as follows:
(I) foreign investment
The single investment shall not exceed 20% of the company’s latest audited net assets.
The company’s foreign investment in the same project in successive 12 months is limited to the cumulative amount in this period not exceeding the above provisions. The company’s foreign investment is divided into the following items: 1. Equity investment (including the establishment of new enterprises, equity acquisition, capital increase and share expansion); 2. Securities investment (including placement of new shares, subscription, securities repurchase, secondary market investment of stocks and their derivatives, bond investment, etc.); 3. Entrusted loan.
Among them, the single investment of equity investment and entrusted loan shall not exceed 10% of the company’s latest audited net assets. If the above foreign investment meets one of the following standards at the same time, it shall be submitted to the general meeting of shareholders for deliberation:
1. The total assets involved in the transaction account for more than 50% of the company’s total assets audited in the latest period. If the total assets involved in the transaction have both book value and evaluation value, the higher one shall be taken as the calculation data;
2. The main business income related to the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited main business income of the company in the latest fiscal year, and the absolute amount exceeds 50 million yuan;
3. The related net profit of the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 5 million yuan;
4. The transaction amount (including debts and expenses) of the transaction accounts for more than 50% of the latest audited net assets of the listed company, and the absolute amount exceeds 50 million yuan;
5. The profit generated from the transaction accounts for more than 50% of the audited net profit of the listed company in the latest fiscal year, and the absolute amount exceeds 5 million yuan;
If the data involved in the above index calculation is negative, take its absolute value for calculation.
(II) acquisition and sale of assets
No more than 20% of the company’s latest audited net assets in a single time.
If the company purchases or sells the same assets or related assets in successive 12 months, the cumulative amount during this period shall not exceed the above provisions.
If the company purchases or sells major assets within 12 consecutive months, which exceeds 30% of the company’s latest audited total assets, it shall be submitted to the general meeting of shareholders for deliberation.
The assets acquired by the company include but are not limited to: intangible assets such as technical transformation and renewal of existing production facilities, new construction or purchase of plants, purchase of new equipment, development of new products, purchase of patented technology, etc. implemented by the company to expand the business scale and adjust, optimize and improve the existing business process and operation level.
(III) loan approval
No more than 10% of the company’s latest audited net assets in a single time.
The company’s increased borrowing amount in an accounting year compared with the end of the previous year shall not exceed 30% of the company’s latest audited net assets.
(IV) asset mortgage
No more than 40% of the company’s total assets audited in the latest period.
The company’s asset mortgage in successive 12 months is limited to the cumulative amount during this period not exceeding the above provisions.
(V) external guarantee
Under the following conditions, the amount of a single guarantee shall not exceed 10% of the latest audited net assets:
1. The object of external guarantee is not shareholders, actual controllers and their related parties, and the guaranteed party with an asset liability ratio of more than 70%;
2. The total amount of external guarantees of the company and its holding subsidiaries does not exceed 50% of the latest audited net assets; 3. The company’s external guarantee has not exceeded 30% of the company’s latest audited total assets within 12 consecutive months. 4. The guarantee amount of the company within 12 consecutive months does not exceed 50% of the latest audited net assets of the company.
(VI) related party transactions
The transaction amount is less than 5% of the latest audited net assets.
For similar connected transactions conducted by the company with the same connected person in successive 12 months, the cumulative amount during this period shall not exceed the above provisions.
Article 6 the Secretary of the board of directors of the company is responsible for the organization and coordination of the meeting of the board of directors, including arranging the agenda of the meeting, preparing the meeting documents, organizing the meeting, and drafting the minutes of the meeting, resolutions and minutes of the meeting.
Chapter III meeting notice and sign in rules
Article 7 when the company holds a meeting of the board of directors, under normal circumstances, the chairman of the board of directors shall decide the time, place, content and participants of the meeting. The meeting notice shall be signed and issued by the chairman, and the Secretary of the board of directors shall be responsible for notifying all relevant personnel and preparing for the meeting.
Article 8 the meeting notice must be delivered by hand, mailed, faxed or e-mailed. The regular meeting shall be notified to the person 10 days in advance, and the temporary meeting shall be notified to the person 3 days in advance. If the meeting is postponed or cancelled for some reason, the person in charge shall be notified 1 day ahead of the original date.
Article 9 under the following circumstances, the chairman of the board of directors shall convene an interim meeting of the board of directors within 20 working days:
(I) when shareholders representing more than 1 / 10 of the voting rights propose;
(II) when the chairman considers it necessary;
(III) when more than one-third of the directors jointly propose;
(IV) when more than half of the independent directors propose;
(V) when proposed by the board of supervisors;
(VI) when proposed by the president.
Article 10 after receiving the notice of the meeting, each person who should attend the meeting shall inform the Secretary of the board of directors whether to attend the meeting two days before the date of the meeting.
Any director may waive his right to require notice of a meeting of the board of directors.
If a director fails to raise an objection that he has not received the notice of the meeting before or at the meeting, the notice of the meeting shall be deemed to have been given to him.
Article 11 when attending the board of directors, the directors shall express clear opinions on the matters discussed. The meeting of the board of directors shall be attended by the directors themselves. If the directors are unable to attend for some reason, they may entrust other directors in writing to vote on their behalf according to the intention of the trustor, and the trustor shall bear legal liabilities independently. However, independent directors can only appoint other independent directors to vote on their behalf.
The entrustment must be in writing, and the content and authority of the entrustment shall be specified in the power of attorney. The written power of attorney shall be delivered to the Secretary of the board of directors one day before the meeting. The Secretary of the board of directors shall handle the authorization registration and announce it to the attendees at the beginning of the meeting. The power of attorney may be prepared by the Secretary of the board of directors in a unified format and delivered to the directors with the notice.
Article 12 the board meeting must implement the sign in system. All personnel participating in the meeting must sign in in person and cannot be signed by others. The meeting attendance book and other written materials of the meeting shall be filed and kept together.
Chapter IV Rules for meeting proposals
Article 13 the proposals of shareholders, directors, supervisors and President of the company that need to be submitted to the board of directors for research, discussion and resolution shall be submitted to the Secretary of the board of directors in advance. The Secretary of the board of directors shall collect, classify and submit them to the chairman of the board of directors for review, and the chairman of the board of directors shall decide whether to include them in the agenda.
In principle, all proposals submitted shall be included in the agenda. For proposals that are not included in the agenda, the chairman of the board of directors shall explain the reasons to the proposer in writing, and shall not press and refuse to discuss or respond. Otherwise, the proposer has the right to reflect the situation to the relevant regulatory authorities.
The contents of the proposal shall be delivered to all directors and relevant persons who need to attend the meeting as nonvoting delegates together with the meeting notice (except for the contents of relevant materials issued by intermediary institutions).
Article 14 the proposal of the board of directors shall meet the following conditions:
(I) the content does not conflict with the provisions of laws, regulations and the articles of association, and belongs to the scope of business activities of the company and the responsibilities of the board of directors;
(II) must conform to the interests of the company and shareholders;
(III) there are clear topics and specific matters;
(IV) must be submitted in writing.
Article 15 the discussion contents of the board of directors mainly include the following items:
(I) study and convene the general meeting of shareholders and report the relevant contents of the work to the general meeting of shareholders;
(II) study the specific implementation plan for implementing the resolutions of the general meeting of shareholders;
(III) decide on the company’s business plan and investment plan;
(IV) formulate the company’s annual financial budget plan and final account plan;
(V) formulate the company’s profit distribution plan and loss recovery plan;
(VI) formulate plans for the company to increase or reduce its registered capital, issue bonds or other securities for listing;
(VII) draw up plans for the company’s major acquisition, repurchase of the company’s shares or merger, division, dissolution and change; (VIII) decide on the venture capital, asset mortgage and guarantee of the company within the scope authorized by the shareholders’ meeting;
(IX) decide on the establishment of the company’s internal management organization and branches;
(x) appoint or dismiss the president and Secretary of the board of directors of the company; Appoint or dismiss senior managers such as vice president, chief accountant (Financial Director), chief engineer, chief economist and President Assistant according to the nomination of the president, and decide on their remuneration, rewards and punishments;
（11） Formulate the basic management system of the company;
（12） Formulate and revise the draft of the articles of Association;
（13） Listen to the president’s work report and check the president’s work;
（14） Manage the information disclosure of the company;
（15） Propose to the shareholders’ meeting to hire or replace the accounting firm audited by the company;
（16） The work report made by the board of directors to the general meeting of shareholders;
（17） Formulate a plan for changing the investment direction of the raised funds;
（18） Other contents authorized by laws, regulations or the articles of association, as well as the general meeting of shareholders.
Chapter V rules of procedure and resolutions of the meeting
Article 16 the meeting of the board of directors shall be held only when more than half of the directors are present. The decision of the board of directors must be adopted by more than half of all directors. Major issues related to the amendment of the articles of association, external guarantee, profit distribution, making up losses, major investment projects, mergers and acquisitions and other major issues must be approved by more than two-thirds of the directors.
Article 17 the meeting of the board of directors shall be presided over by the chairman. When the chairman is unable to perform his duties or fails to perform his duties, the vice chairman shall preside over the meeting; When the vice chairman is unable to perform his duties or fails to perform his duties, a director jointly elected by more than half of the directors shall perform his duties.
Article 18 the meeting of the board of directors shall give full play to the democracy of deliberation, respect the opinions of each director, and allow directors to retain their different opinions when making decisions. Directors with different opinions or dissenting opinions shall obey and implement the decisions made by the board of directors, and shall not conflict with or act according to their own wishes in the implementation of the decisions. Otherwise, the board of directors may propose to the general meeting of shareholders to remove their directors.
Article 19 for each topic discussed by the board of directors, the sponsor or a designated Director must make a speech at the theme center, explaining the main contents, causes and consequences of the topic and the leading opinions of the proposal. For major investment projects, relevant experts and professionals must be invited to review the project in advance and issue a feasibility study report demonstrated by experts, so as to facilitate the deliberation of all directors and prevent mistakes.
Article 20 If a director is associated with the enterprise involved in the resolution of the board of directors, he shall not exercise the voting right on the resolution, nor shall he exercise the voting right on behalf of other directors. The meeting of the board of directors can be held only when more than half of the unrelated directors are present, and the resolutions made at the meeting of the board of directors must be adopted by more than half of the unrelated directors. If the number of unrelated directors attending the board of directors is less than 3, the matter shall be submitted to the general meeting of shareholders for deliberation.
The above-mentioned affiliated directors are defined in accordance with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange.
Article 21 when the board of Directors considers the following matters, independent directors shall issue
