Shanxi Coal International Energy Group Co.Ltd(600546) rules of procedure of the board of directors
Revised in February 2022
catalogue
Chapter I General Provisions Chapter II composition and powers of the board of Directors Chapter III Chairman Chapter IV organizational structure of the board of directors 6 Chapter V proposal of the board of Directors Chapter VI convening of board meeting Chapter VII notice of board meeting Chapter VIII convening and voting of board meeting Chapter IX minutes of the board meeting 19 Chapter X announcement and implementation of resolutions 20 Chapter XI Supplementary Provisions twenty
Shanxi Coal International Energy Group Co.Ltd(600546) rules of procedure of the board of directors
Chapter I General Provisions
Article 1 in order to standardize the discussion methods and decision-making procedures of the board of directors of Shanxi Coal International Energy Group Co.Ltd(600546) (hereinafter referred to as “the company”), promote the directors and the board of directors of the company to effectively perform their duties, and improve the standard operation and scientific decision-making level of the board of directors of the company, 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, the standards for the governance of listed companies, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation, the Shanxi Coal International Energy Group Co.Ltd(600546) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions, and in combination with the actual situation of the company, Formulate these rules.
Chapter II composition and powers of the board of directors
Article 2 the company establishes a board of directors according to law, which is responsible for the general meeting of shareholders.
Article 3 the board of directors of the company is composed of 11 directors, including 4 independent 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 major acquisition of the company, acquisition of the company’s shares or merger, division, dissolution and change of company form due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 23 of the articles of Association;
(VIII) decide on the acquisition of shares of the company due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 23 of the articles of Association;
(IX) 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, external donation and other matters;
(x) decide on the establishment of the company’s internal management organization;
（11） Decide to appoint or dismiss the general manager and Secretary of the board of directors of the company; According to the nomination of the general manager, decide to appoint or dismiss the executive deputy general manager, deputy general manager, chief financial officer and other senior managers of the company, and decide on their remuneration, rewards and punishments;
（12） Draw up and submit a plan on Directors’ remuneration to the general meeting of shareholders;
（13） Formulate the basic management system of the company;
（14） Formulate the amendment plan of the company’s articles of Association;
（15） Manage the information disclosure of the company;
（16） Propose to the general meeting of shareholders to hire or replace the accounting firm audited by the company;
（17） Listen to the work report of the general manager of the company and check the work of the general manager;
（18） According to the resolution of the general meeting of shareholders of the company, special committees for strategy, audit, nomination, salary and assessment, safety production and environmental protection shall be established, and the board of directors shall formulate corresponding working rules. The members of the special committee are all composed of directors, in which the independent directors shall account for the majority of the audit committee, nomination committee and remuneration and assessment committee and act as the convener. The convener of the audit committee is an accounting professional; Each special committee shall be responsible to the board of directors, and the proposals of each special committee shall be submitted to the board of directors for review and decision;
（19） Other functions and powers conferred by laws, regulations, rules or the articles of association, as well as by the general meeting of shareholders. Article 5 in accordance with the principle of prudent authorization, the board of directors shall examine the following transactions within the scope of authorization of the general meeting of shareholders:
(I) purchase or sale of assets;
(II) foreign investment (including entrusted financial management, investment in subsidiaries, etc.);
(III) providing financial assistance (including interest bearing or interest free loans, entrusted loans, etc.);
(IV) provide guarantee (including guarantee for holding subsidiaries);
(V) assets leased in or leased out;
(VI) entrusted or entrusted management of assets and businesses;
(VII) donated or donated assets;
(VIII) reorganization of creditor’s rights and debts;
(IX) sign a license agreement;
(x) transfer or transfer of research and development projects.
The authority of the board of directors to approve the above transactions is as follows:
(I) the total assets involved in the transaction account for more than 10% of the company’s total assets audited in the latest period, but if the total assets involved in the transaction account for more than 50% of the company’s total assets audited in the latest period, it shall be submitted to the general meeting of shareholders for deliberation;
(II) the transaction amount of the transaction (including the debts and expenses undertaken) accounts for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan; However, if the transaction amount (including debts and expenses) accounts for more than 50% of the company’s latest audited net assets and the absolute amount exceeds 50 million yuan, it shall be submitted to the general meeting of shareholders for deliberation;
(III) the profit generated from the transaction accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan; However, if the profit generated from the transaction 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, it shall be submitted to the general meeting of shareholders for deliberation.
(IV) the relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited operating income of the company in the latest fiscal year, and the absolute amount exceeds 10 million yuan; However, if the relevant operating income of the transaction object (such as equity) accounts for more than 50% of the audited operating income of the company in the latest fiscal year, and the absolute amount exceeds 50 million yuan, it shall be submitted to the general meeting of shareholders for deliberation. (V) the net profit related to the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan; However, if the net profit related to 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, it shall be submitted to the general meeting of shareholders for deliberation.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
The board of directors shall organize relevant experts and professionals to review major investment projects. Major investment matters beyond the approval authority of the board of directors shall be reported to the general meeting of shareholders for approval.
All external guarantees of the company shall be reviewed by the board of directors. In addition to the approval of more than half of all directors, they shall also be signed and approved by more than 2 / 3 directors attending the board of directors; The company’s external guarantee must require the other party to provide counter guarantee, and the provider of counter guarantee must have actual bearing capacity.
The following external guarantees of the company shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
(I) the amount of a single guarantee exceeds 10% of the company’s latest audited net assets;
(II) any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries reaches or exceeds 50% of the company’s latest audited net assets;
(III) any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries exceeds 30% of the company’s latest audited total assets;
(IV) according to the principle of cumulative calculation of the guarantee amount within 12 consecutive months, the guarantee exceeding 30% of the company’s latest audited total assets;
(V) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(VI) guarantees provided to shareholders, actual controllers and their affiliates;
(VII) other guarantees stipulated by the Shanghai Stock Exchange or the articles of association.
The related party transactions to be approved by the board of directors are as follows:
Related party transactions with transaction amount of more than 300000 yuan between the company and related natural persons (excluding external guarantee of the company), and related party transactions with transaction amount of more than 3 million yuan between the company and related legal persons and accounting for more than 0.5% of the absolute value of the company’s latest audited net assets (excluding external guarantee of the company); However, related party transactions between the company and related parties with a transaction amount of more than 30 million yuan and accounting for more than 5% of the absolute value of the company’s latest audited net assets shall be submitted to the general meeting of shareholders for deliberation.
Chapter III Chairman
Article 6 the board of directors shall have one chairman, who shall be held by the directors of the company, and shall be elected and removed by the board of directors by more than half of all directors.
The board of directors may set up one vice chairman according to work needs, which shall be held by the directors of the company, and shall be elected and removed by the board of directors by more than half of all directors.
Article 7 the chairman shall exercise the following functions and powers:
(I) preside over the general meeting of shareholders and convene and preside over the meeting of the board of directors;
(II) supervise and inspect the implementation of the resolutions of the board of directors;
(III) sign the shares, corporate bonds and other securities issued by the company;
(IV) sign important documents of the board of directors and other documents signed by the legal representative of the company;
(V) exercise the functions and powers of the legal representative;
(VI) in case of force majeure such as catastrophic natural disasters, exercise the special disposal right of the company’s affairs in accordance with the laws and the interests of the company, and report to the board of directors and the general meeting of shareholders afterwards; (VII) other functions and powers authorized by the board of directors.
Article 8 the vice chairman of the company shall assist the chairman in his work. If the chairman is unable or fails to perform his duties, the vice chairman shall perform his duties; If the vice chairman is unable or fails to perform his duties, a director jointly recommended by more than half of the directors shall perform his duties.
Chapter IV organizational structure of the board of directors
Article 9 the company has a secretary of the board of directors, who is responsible for the preparation of the general meeting of shareholders and the meeting of the board of directors, the custody of documents, the management of shareholders’ information and the handling of information disclosure. The Secretary of the board of directors is responsible for the management of the company.
The Secretary of the board of directors shall abide by the relevant provisions of laws, administrative regulations, departmental rules and the articles of association.
Article 10 the Secretary of the board of directors shall be appointed by the board of directors. The Secretary of the board of directors shall have the professional knowledge of finance, management and law necessary for performing his duties, have good professional ethics and personal morality, and obtain the qualification certificate of secretary of the board of directors issued by Shanghai Stock Exchange. Under any of the following circumstances, a person shall not serve as the Secretary of the board of directors of the company:
(I) any of the circumstances specified in Article 146 of the company law;
(II) having been subject to administrative punishment by the CSRC in the past three years;
(III) being publicly condemned or criticized by the stock exchange for more than three times in the past three years;
(IV) the current supervisor of the company;
(V) certified public accountants of accounting firms, lawyers of law firms, state civil servants and personnel of other intermediaries employed by the company;
(VI) other circumstances that Shanghai Stock Exchange deems unsuitable for serving as the Secretary of the board of directors.
Article 11 the main responsibilities of the Secretary of the board of directors are:
(I) be responsible for the public announcement of the company’s information, coordinate the company’s information disclosure, organize the formulation of the company’s information disclosure management system, and urge the company and relevant information disclosure obligors to abide by the relevant provisions of information disclosure; (II) be responsible for the management of investor relations and coordinate the information communication between the company and securities regulatory authorities, investors, securities service institutions, media, etc;
(III) organize and prepare the meetings of the board of directors and the general meeting of shareholders, participate in the meetings of the general meeting of shareholders, the board of directors, the board of supervisors and relevant meetings of senior managers, and take charge of the minutes of the meetings of the board of directors and sign them; (IV) be responsible for the confidentiality of the company’s information disclosure, and timely report and disclose to Shanghai Stock Exchange in case of undisclosed major information disclosure;
(V) pay attention to the media reports and take the initiative to verify the authenticity of the reports, and urge the board of directors of the company to respond to the inquiries of Shanghai Stock Exchange in time;
(VI) organize the directors, supervisors and senior managers of the company to receive training in relevant laws, administrative regulations, the stock listing rules of Shanghai Stock Exchange and relevant provisions, and assist the above-mentioned personnel to understand their respective responsibilities in information disclosure;
(VII) when knowing that the directors, supervisors and senior managers of the company violate laws, administrative regulations, departmental rules, other normative documents, the stock listing rules of Shanghai Stock Exchange and the articles of association, or when the company makes or may make decisions in violation of relevant provisions, it is necessary to remind relevant personnel and report to Shanghai stock exchange immediately;
(VIII) be responsible for the equity management of the company, keep the information of the company’s directors, supervisors, senior managers, controlling shareholders and their directors, supervisors and senior managers holding the shares of the company, and disclose the shareholding changes of the company’s directors, supervisors and senior managers;
(IX) other duties required by laws, regulations, normative documents and the articles of association.
Article 12 directors or other senior managers of the company may concurrently serve as the Secretary of the board of directors of the company.
Article 13 the Secretary of the board of directors shall be nominated by the chairman and appointed or dismissed by the board of directors. If a director concurrently serves as the Secretary of the board of directors, if a certain act needs to be done by the director and the Secretary of the board of directors respectively, the person concurrently serving as the director and the Secretary of the board of directors shall not do it in a dual capacity.
The company shall appoint the Secretary of the board of directors within three months after the former Secretary of the board of directors leaves office. During the vacancy of the Secretary of the board of directors, the board of directors shall appoint a director or senior manager to act as the Secretary of the board of directors, report to Shanghai stock exchange for filing, and determine the candidate of the Secretary of the board of directors as soon as possible.
Before the company appoints a person to act as the Secretary of the board of directors, the chairman of the board of directors shall act as the Secretary of the board of directors. After the vacancy period of the Secretary of the board of directors exceeds three months, the chairman shall act as the Secretary of the board of directors until the company formally appoints the Secretary of the board of directors.
While appointing the Secretary of the board of directors, the company also appoints securities affairs representatives to assist the Secretary of the board of directors in performing his duties; When the Secretary of the board of directors is unable to perform his duties, the securities affairs representative shall exercise his rights and perform his duties. During this period, the directors are not removed from office
