Joincare Pharmaceutical Group Industry Co.Ltd(600380)
Rules of procedure of the board of directors
(revised by the first extraordinary general meeting of shareholders in 2022 on February 11, 2022)
Article 1 Purpose
In order to further standardize the discussion methods and decision-making procedures of the board of directors of the company, promote the directors and the board of directors to effectively perform their duties, and improve the standardized operation and scientific decision-making level of the board of directors, according to the relevant provisions of the company law, the securities law, the guidelines for the governance of listed companies, the Listing Rules of Shanghai Stock Exchange and the articles of association, Formulate these rules. Article 2 Office of the board of directors
The office of the board of directors is set under the board of directors to handle the daily affairs of the board of directors.
The Secretary of the board of directors or securities affairs representative also serves as the head of the office of the board of directors. Article 3 regular meetings
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 the previous two and a half years. Article 4 proposal of regular meeting
Before issuing the notice of convening the regular meeting of the board of directors, the office of the board of directors shall fully solicit the opinions of all directors, preliminarily form the meeting proposal and submit it to the chairman for formulation.
The chairman of the board of directors shall solicit the opinions of the president and other senior managers as necessary before formulating a proposal. Article 5 interim meeting
Under any of the following circumstances, the board of directors shall convene an interim meeting:
(I) shareholders representing more than one tenth of the voting rights propose;
(II) joint proposal by more than one-third of the directors;
(III) when proposed by the board of supervisors;
(IV) when the chairman considers it necessary;
(V) proposal by more than half of the independent directors;
(VI) when proposed by the president;
(VII) when required by the securities regulatory authority;
(VIII) other circumstances stipulated in the articles of association of the company. Article 6 proposal procedure of interim meeting
If an interim meeting of the board of directors is proposed to be held in accordance with the provisions of the preceding article, a written proposal signed (sealed) by the proposer shall be submitted to the chairman through the office of the board of directors or directly. The written proposal shall contain the following items: (I) the name of the proposer;
(II) the reasons for the proposal or the objective reasons on which the proposal is based;
(III) propose the time or time limit, place and method of the meeting;
(IV) clear and specific proposals;
(V) 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 of the company, and the materials related to the proposal shall be submitted together.
After receiving the above written proposals and relevant materials, the office of the board of directors shall transmit them to the chairman of the board of directors on the same day. 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.
The chairman of the board of directors shall convene and preside over the meeting of the board of directors within 10 days after receiving the proposal or the request of the securities regulatory authority. Article 7 convening and presiding over the meeting
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, it shall be convened and presided over by the vice chairman. If the vice chairman is unable or fails to perform his duties, it shall be convened and presided over by a director jointly recommended by more than half of the directors. Article 8 notice of meeting
Hold regular meetings of the board of directors, and the notice time limit of regular meetings shall not be less than 10 days. The notice time limit for convening an interim meeting of the board of directors may be less than ten days, but not less than two days. The written meeting notice with the official seal shall be submitted to all directors and supervisors, the president and the Secretary of the board of directors by direct delivery, fax, e-mail or other means. If it is not delivered directly, 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 may be sent by telephone or other oral means at any time, but the convener shall make an explanation at the meeting. Article 9 contents of meeting notice
The written meeting notice shall at least include the following contents:
(I) time, date and place of the meeting;
(II) convening method of the meeting;
(III) matters to be considered (meeting proposal);
(IV) date of notice
(V) contact person and contact information;
The notice of oral meeting shall at least include the contents of items (I) and (II) above, as well as the statement that it is urgent to convene an interim meeting of the board of directors as soon as possible. Article 10 change of meeting notice
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 schedule after obtaining the 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. Article 11 convening of the meeting
The meeting of the board of directors shall be held only when more than half of the directors are present. When the relevant directors refuse to attend or are lazy to attend the meeting, resulting in failure to meet the minimum number of people required for the meeting, the chairman and the Secretary of the board of directors shall report to the regulatory authority in time.
Supervisors may attend the meetings of the board of directors as nonvoting delegates; The president and the Secretary of the board of directors who are not present at the meeting shall serve concurrently 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 12 attendance in person and entrusted attendance
In principle, directors shall attend the board meeting in person. If he is unable to attend the meeting for some reason, he shall review the meeting materials in advance, form a clear opinion, and entrust other directors in writing to attend the meeting on his behalf.
The power of attorney shall state:
(I) the names of the trustor and the trustee;
(II) brief comments of the client on each proposal;
(III) the scope of authorization of the trustor and instructions on the voting intention of the proposal;
(IV) signature and date of the client.
The entrusted director shall submit a written power of attorney to the chairman of the meeting and explain the entrusted attendance on the attendance book of the meeting. Article 13 restrictions on entrusted attendance
Entrustment and entrustment to attend the meeting of the board of directors shall follow the following principles:
(I) when considering related party transactions, non related directors shall not entrust related directors to attend on their behalf, and related directors shall not accept the entrustment of non related directors;
(II) 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;
(III) 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; (IV) 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 other directors to attend on his behalf. Article 14 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 15 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 the proposal that requires prior approval of independent directors according to regulations, the chairman of the meeting shall emphasize the written approval opinions reached by independent directors when discussing relevant proposals. Article 16 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 ask the office of the board of directors, the convener of the meeting, the president and other senior managers, various special committees, accounting firms, law firms and other relevant personnel and institutions for the information required for decision-making, or suggest to the host during the meeting to invite the representatives of the above personnel and institutions to attend the meeting to explain the relevant situation. Article 17 voting at the meeting
After full discussion of each proposal, the host shall timely submit it to the directors attending the meeting for voting.
Voting at the meeting shall be conducted in the form of one person, one vote and in the form of registered and written voting.
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 do not 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. If they leave the meeting and do not return without making a choice, they shall be deemed to have abstained. Article 18 statistics of voting results
After the voting of the directors attending the meeting is completed, the securities affairs representative and the relevant staff of the board office 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 a supervisor or independent director.
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 19 formation of resolutions
Except for the circumstances specified in Article 20 of these rules, if the board of directors deliberates and adopts the meeting proposal and forms relevant resolutions, more than half of all directors of the company must vote in favor of the proposal. 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 a resolution on the guarantee within its authority. In addition to the consent of more than half of all directors of the company, it must also be approved by more than two-thirds of the directors attending the meeting. In case of any contradiction in the content and meaning of different resolutions, the later resolution shall prevail. 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 Listing Rules of Shanghai Stock Exchange;
(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, they shall not vote on the relevant proposal, but shall submit the matter to the general meeting of shareholders for deliberation. Article 21 No ultra vires
The board of directors shall act in strict accordance with the authorization of the general meeting of shareholders and the articles of association of the company, and shall not form resolutions beyond its authority.
Article 22 special provisions on profit distribution
If the board meeting needs to make a resolution on the company’s profit distribution, it may 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 23 handling of proposals not adopted
If the proposal is not adopted, the board meeting shall not consider the proposal with the same content within one month without significant changes in relevant conditions and factors. Article 24 suspension of voting
When more than half of the directors or two or more independent directors attending the meeting believe that the proposal is not clear and specific, or they are unable to judge the relevant matters due to insufficient meeting materials and other reasons, the chairman of the meeting shall request the meeting to suspend the voting on the topic.
The directors who propose to suspend voting shall put forward clear requirements for the conditions that should be met when the proposal is submitted for review again. Article 25 audio and video recording of the meeting
The board meeting held on site or by video or telephone can be recorded and videotaped as needed. Article 26 meeting minutes
The Secretary of the board of directors shall arrange the staff of the office of the board of directors to make records of the meetings of the board of directors, which shall include the following contents:
(I) session, time, place and method of the meeting;
(II) issuance of meeting notice;
(III) convener and moderator of the meeting;
(IV) attendance of directors in person and entrusted attendance;
(V) proposals considered at the meeting, key points and main opinions of each director on relevant matters, and voting intention on the proposal;
(VI) voting method and voting result of each proposal (specify the specific number of approval, opposition and abstention votes);
(VII) other matters that the directors attending the meeting think should be recorded.
The minutes of the meeting of the board of directors shall be true, accurate and complete, and fully reflect the opinions of the participants on the matters under consideration. The directors attending the meeting, the Secretary of the board of directors and the recorder shall sign the minutes. Article 27 meeting minutes and resolution records
In addition to the minutes of the meeting, the Secretary of the board of directors can also arrange the staff of the office of the board of directors to make brief minutes of the meeting according to the needs, and make separate records of the resolutions formed by the meeting according to the statistical voting results. Article 28 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 meeting minutes or resolution records, they may make a written explanation when signing. When necessary, it shall report to the regulatory authority in time, or make a public statement. If a director neither signs for confirmation in accordance with the provisions of the preceding paragraph, nor makes a written explanation of his different opinions, or reports to the regulatory authority or makes a public statement, he shall be deemed to fully agree with the contents of the meeting minutes and resolution records. Article 29 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 stock listing rules of Shanghai Stock Exchange. Before the announcement of the resolution is disclosed, the attending directors, non voting participants, records and service personnel shall be obliged to keep the contents of the resolution confidential. Article 30 implementation of resolutions
The chairman of the board of directors shall urge relevant personnel to implement the resolutions of the board of directors, inspect the implementation of the resolutions, and report the implementation of the formed resolutions at the subsequent meetings of the board of directors. Article 31 preservation of meeting archives
Board of directors
