Zhongyan Technology Co.Ltd(003001)
Rules of procedure of the board of directors
February, 2002
catalogue
Chapter I General Provisions Chapter II composition and powers of the board of Directors one
Section I board of directors and its functions and powers one
Section II Chairman three
Section III Secretary of the board of directors and office of the board of Directors Chapter III board meeting four
Section I General Provisions four
Section II notice of meeting five
Section III convening of the meeting six
Section IV voting and resolutions of the meeting nine
Section V meeting minutes and meeting minutes eleven
Section VI other working procedures of the board of Directors 12 Chapter IV Supplementary Provisions thirteen
Zhongyan Technology Co.Ltd(003001)
Rules of procedure of the board of directors
Chapter I General Provisions
The board of directors (hereinafter referred to as “the board of directors”), in order to further standardize the functions and procedures of the board of directors (hereinafter referred to as “the company law of the people’s Republic of China”) and further improve its decision-making level (hereinafter referred to as “003001”) These rules are formulated in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the Zhongyan Technology Co.Ltd(003001) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions.
Chapter II composition and powers of the board of directors
Section I board of directors and its functions and powers
Article 2 the company has a board of directors, which is responsible for the general meeting of shareholders.
Article 3 the board of directors is composed of 9 directors. The board of directors has one chairman and one vice chairman. The chairman and vice chairman 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 4 the board of directors shall exercise the following functions and powers:
（1） Convene the general meeting of shareholders and report to the general meeting of shareholders;
（2） Implement the resolutions of the general meeting of shareholders;
（3） Decide on the company’s business plan and investment plan;
（4） Formulate the company’s annual financial budget plan and final account plan;
（5） Formulate the company’s profit distribution plan and loss recovery plan;
（6） Formulate plans for the company to increase or reduce its registered capital, issue bonds or other securities and list; （7） To formulate plans for the company’s major acquisition, acquisition of the company’s shares, merger, division, dissolution and change of company form;
（8） 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;
（9） Decide on the establishment of the company’s internal management organization;
（10） Appoint or dismiss the general manager and Secretary of the board of directors of the company; According to the nomination of the general manager, appoint or dismiss the company’s deputy general manager, marketing director, financial director 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 general manager of the company and check the work of the general manager;
（16） Other functions and powers specified in the articles of association that should be approved by the board of directors.
（17） If the board of directors exercises its functions and powers beyond the scope authorized by the general meeting of shareholders, it shall submit it to the general meeting of shareholders for deliberation.
Article 5 the board of directors shall explain to the shareholders’ meeting the non-standard audit opinions issued by the certified public accountant on the company’s financial report.
Article 6 the general meeting of shareholders shall determine the authority of the board of directors for foreign investment, acquisition and / or sale of assets, asset mortgage, related party transactions and loans, establish strict review and decision-making procedures and formulate relevant systems; Major investment projects shall be reviewed by relevant experts and professionals and reported to the general meeting of shareholders for approval.
The general meeting of shareholders authorizes the board of directors to examine and approve the transactions in which the company’s single transaction or the cumulative transaction amount of the same matter (including debts and expenses) accounts for less than 30% of the company’s total audited assets in the latest period within 12 months (if external guarantee is involved, the board of directors is authorized to exercise the following functions except the articles of association) The right to examine and approve external guarantee acts other than those specified in Article 41).
The “transaction” mentioned in this article includes the purchase or sale of assets; Foreign investment (including entrusted financial management, entrusted loans, etc.); Provide financial assistance; Provide guarantee; Leased in or leased out assets; Sign management contracts (including entrusted operation, entrusted operation, etc.); Donated or donated assets; Reorganization of creditor’s rights or debts; Transfer of research and development projects; Sign the license agreement and other transactions recognized by the general meeting of shareholders.
The above purchased and sold assets do not include the purchase of raw materials, fuel and power, and the sale of products, commodities and other assets related to daily operation, but the purchase and sale of such assets are still included in the asset replacement.
The decision-making authority of the board of directors on related party transactions shall be in accordance with the relevant provisions of the related party transaction management system.
Section II Chairman
Article 7 the chairman and vice chairman 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 8 the chairman shall exercise the following functions and powers:
（1） Preside over the general meeting of shareholders and convene and preside over the meeting of the board of directors;
（2） Supervise and inspect the implementation of the resolutions of the board of directors;
（3） Other functions and powers authorized by the board of directors.
Article 9 if the chairman is unable or fails to perform his duties, the vice chairman shall perform the duties of the chairman; If the vice chairman is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall perform the duties of the chairman.
Article 10 the chairman of the board of directors shall actively promote the formulation and improvement of various internal systems of the company, strengthen the construction of the board of directors and ensure the normal operation of the board of directors according to law; The chairman of the board of directors shall convene and preside over the meeting of the board of directors according to law and urge the directors to attend the meeting of the board of directors in person.
Article 11 the chairman of the board of directors shall strictly enforce the collective decision-making mechanism of the board of directors, shall not replace the decision-making of the board of directors with personal opinions, and shall not affect the independent decision-making of other directors.
Article 12 when exercising power within the scope of his duties (including authorization), the chairman of the board of directors shall make prudent decisions on matters that may have a significant impact on the operation of the company, and submit them to the board of directors for collective decision-making if necessary. All directors shall be informed of the implementation of the authorized matters in a timely manner.
The chairman of the board of directors shall not engage in acts beyond his scope of authority (including authorization).
Article 13 the chairman of the board of directors shall actively supervise and urge the implementation of the resolutions of the board of directors. If it is found that the resolutions of the board of directors have not been strictly implemented or the situation has changed, resulting in the inability to implement the resolutions of the board of directors, measures shall be taken in time.
Article 14 the chairman of the board of directors shall guarantee the right to know of the Secretary of the board of directors, create good working conditions for him to perform his duties, and shall not obstruct him from exercising his functions and powers according to law in any form.
Article 15 under any of the following circumstances, the chairman of the board of directors shall issue a personal public apology statement to all shareholders. If the circumstances are serious, the chairman of the board of directors shall take the blame and resign:
(I) the company or itself is subject to administrative punishment by the CSRC;
(II) the company or himself is publicly condemned by the stock exchange.
Section III Secretary of the board of directors and office of the board of directors
Article 16 the company appoints the Secretary of the board of directors. The Secretary of the board of directors is the senior management of the company and is responsible to the company and the board of directors. The Secretary of the board of directors is responsible for the preparation of the general meeting of shareholders and the meeting of the board of directors, the custody of documents and the management of shareholders’ information of the company, and handling the daily affairs of the board of directors, information disclosure and other matters.
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 17 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 relevant qualification certificate of the Secretary of the board of directors.
Article 18 the company shall provide convenience for the Secretary of the board of directors to perform his duties, and the directors, supervisors, other senior managers and relevant staff shall support and cooperate with the Secretary of the board of directors in his work.
In order to perform his duties, the Secretary of the board of directors has the right to know the financial and operating conditions of the company, participate in relevant meetings involving information disclosure, consult all relevant documents involving information disclosure, and require relevant departments and personnel of the company to provide relevant materials and information in time.
Article 19 the board of directors shall set up the office of the board of directors to handle the daily affairs of the board of directors.
The Secretary of the board of directors also serves as the head of the office of the board of directors and keeps the seals of the board of directors and the office of the board of directors. Article 20 before leaving office, the Secretary of the board of directors shall accept the departure review of the board of directors and the board of supervisors, and hand over relevant archives and documents and matters to be done or to be done under the supervision of the board of supervisors of the company.
Chapter III board meeting
Section I General Provisions
Article 21 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 22 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 general manager and other senior managers as necessary before formulating a proposal. Article 23 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) when more than one-third of the directors jointly propose;
(III) when proposed by the board of supervisors;
(IV) when the chairman considers it necessary;
(V) other circumstances stipulated in the articles of association.
Article 24 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) proposed method, place and time limit 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, and the materials related to the proposal shall be submitted together.
If the proposer directly submits the above written proposal and relevant materials to the chairman, a copy shall be sent to the office of the board of directors at the same time.
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 written proposal.
Article 25 convening and presiding over the meeting
The board meeting shall be convened and presided over by the chairman; If the chairman is unable or fails to perform his duties, the vice chairman shall convene and preside over the meeting; If the vice chairman is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall convene and preside over the meeting.
Section II notice of meeting
Article 26 notice of meeting
When convening regular and interim meetings of the board of directors, the office of the board of directors shall send the written meeting notice stamped with the seal of the office of the board of directors to all directors and supervisors, the general manager and the Secretary of the board of directors by direct delivery, prepaid mail, fax and e-mail 10 and 3 days in advance respectively.
For direct service, the person to be served shall sign (or seal) on the receipt, and the date of signing shall be the date of service; If sent by mail, the third day from the date of delivery to the post office shall be the date of service; If it is sent by fax, it shall be deemed to have been delivered when the fax is sent, and the fax sending date shall be subject to the report of the fax machine; If it is sent by e-mail, it shall be deemed to have been delivered if it enters the e-mail system designated by the recipient by e-mail.
If it is necessary to convene an interim meeting of the board of directors due to special emergencies, the notice of the meeting may be sent by telephone or other oral means at any time without being limited by the above notice form and time limit, but the convener shall make an explanation at the meeting.
Article 27 contents of meeting notice
The written meeting notice shall at least include the following contents:
(I) time and place of the meeting;
(II) convening method of the meeting;
(III) matters to be considered (meeting proposal);
(IV) date of notice;
(V) the convener and moderator of the meeting, the proposer of the interim meeting and his written proposal;
(VI) meeting materials necessary for directors’ voting;
(VII) the requirement that directors should attend the meeting in person or entrust other directors to attend the meeting on their behalf;
(VIII) 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 28 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 necessary
