Fujian Aonong Biological Technology Group Incorporation Limited(603363)
Rules of procedure of the board of directors
February, 2002
catalogue
Chapter I General Provisions two
Chapter II functions and powers of the board of Directors three
Chapter III meeting system of the board of Directors eight
Chapter IV convening of the board meeting nine
Chapter V convening of the board meeting ten
Chapter VI discussion and voting procedures of the board of Directors eleven
Chapter VII resolutions and minutes of the board meeting twelve
Chapter VIII Supplementary Provisions fourteen
Chapter I General Provisions
Article 1 in order to standardize the discussion methods and decision-making procedures of the board of directors of Fujian Aonong Biological Technology Group Incorporation Limited(603363) (hereinafter referred to as “the company”), promote the directors and the board of directors to effectively perform their duties, improve the standard operation and scientific decision-making level of the board of directors, and give full play to the central role of the board of directors in business decision-making, in accordance with 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 securities law of the people’s Republic of China, the Listing Rules of Shanghai Stock Exchange, the Fujian Aonong Biological Technology Group Incorporation Limited(603363) articles of Association (hereinafter referred to as the “articles of association”) and other relevant laws and regulations.
Article 2 the board of directors is the business decision-making body of the company. Entrusted by the general meeting of shareholders, the board of directors is responsible for the operation and management of the company’s corporate property and is responsible to the general meeting of shareholders.
Article 3 the board of directors is composed of 9 directors, of which 3 are independent directors. The board of directors has one chairman and two vice chairmen. The chairman and vice chairman shall be elected by the board of directors by more than half of all directors. At least one of the independent directors is an accounting professional. Accounting professionals shall have rich accounting professional knowledge and experience and meet at least one of the following conditions:
(I) have the qualification of certified public accountant;
(II) having a senior professional title, associate professor or above or a doctor’s degree in accounting, auditing or financial management;
(III) have senior professional titles in economic management, and have more than 5 years of full-time working experience in professional posts such as accounting, audit or financial management.
Article 4 the board of directors has four special committees including audit committee, nomination committee, remuneration and assessment committee and Strategy Committee, and other special committees can also be established as needed. The special committee shall be responsible to the board of directors and perform its duties in accordance with the articles of association and the authorization of the board of directors. The proposal shall be submitted to the board of directors for deliberation and decision. The members of the special committee are all composed of directors, in which independent directors 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. The board of directors is responsible for formulating the working procedures of the special committee and standardizing the operation of the special committee.
Article 5 the company appoints the Secretary of the board of directors to be 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.
Article 6 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.
Chapter II functions and powers of the board of directors
Article 7 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） Decide that the company shall purchase the 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;
（9） Within the scope authorized by the general meeting of shareholders, decide on the company’s external investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, related party transactions, external donation and other matters;
（10） Decide on the establishment of the company’s internal management organization;
（11） Decide to appoint or dismiss the general manager, Secretary of the board of directors and other senior managers of the company, and decide on their remuneration, rewards and punishments; According to the nomination of the general manager, decide to appoint or dismiss the company’s deputy general manager, assistant general manager, financial director and other senior managers, and decide on their remuneration, rewards and punishments;
（12） Formulate the basic management system of the company;
（13） Formulate the amendment plan of the articles of Association;
（14） Manage the information disclosure of the company;
（15） Propose to the general meeting of shareholders to hire or replace the accounting firm audited by the company;
（16） Listen to the work report of the general manager of the company and check the work of the general manager;
（17） Other functions and powers granted by laws, administrative regulations, departmental rules or the articles of association.
Matters beyond the scope authorized by the general meeting of shareholders shall be submitted to the general meeting of shareholders for deliberation.
Article 8 unless otherwise provided by laws, regulations, the articles of association and these rules, the board of directors shall consider and approve the transactions that meet one of the following standards (except for the transactions that do not involve consideration payment and have no obligations, such as the company providing guarantee, the company providing financial assistance, the company receiving donated cash assets, obtaining debt relief and so on):
（1） The total assets involved in the transaction (if there are both book value and assessed value, whichever is higher) account for more than 10% and less than 50% (excluding 50%) of the company’s total assets audited in the latest period; （2） The net assets involved in the subject matter of the transaction (such as equity) (if there are both book value and evaluation value, whichever is higher) account for more than 10% and less than 50% (excluding 50%) of the latest audited net assets of the listed company, and the absolute amount exceeds 10 million yuan;
（3） The relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for more than 10% and less than 50% (excluding 50%) of the audited operating income of the company in the latest fiscal year, and the absolute amount exceeds 10 million yuan;
（4） The related net profit of the transaction object (such as equity) in the latest fiscal year accounts for more than 10% and less than 50% (excluding 50%) of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan;
（5） The transaction amount of the transaction (including the debts and expenses undertaken) accounts for more than 10% and less than 50% (excluding 50%) of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan;
（6） The profit generated from the transaction accounts for more than 10% and less than 50% (excluding 50%) of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation. The calculation standard of trading related indicators shall be implemented in accordance with the relevant provisions of the stock listing rules.
When the company conducts entrusted financial management, if it is difficult to perform the review procedures for each investment transaction due to the transaction frequency and timeliness requirements, it can reasonably predict the investment scope, amount and period, and calculate the proportion of the amount in the net assets, which shall be subject to the relevant provisions of the stock listing rules and the provisions of paragraph 1 of this article. The service life of the relevant limit shall not exceed 12 months, and the transaction amount at any point in the period (including the relevant amount of reinvestment of the income of the above investment) shall not exceed the investment limit.
When the company conducts transactions other than “providing guarantee”, “providing financial assistance” and “entrusted financial management”, it shall cumulatively calculate the relevant transactions under the same transaction category within 12 consecutive months. If the subject matter of the transaction is equity and the purchase or sale of the equity will change the scope of the company’s consolidated statements, the relevant financial indicators of the subject company corresponding to the equity shall be taken as the calculation basis.
If the matters deliberated by the board of directors meet one of the standards specified in Article 41 of the articles of association, they shall be submitted to the general meeting of shareholders for deliberation and approval.
The company’s securities investment or derivative investment shall be deliberated and approved by the board of directors. If it meets one of the standards specified in Article 41 of the articles of association, it shall also be submitted to the general meeting of shareholders for deliberation and approval. The board of directors shall review and approve the securities investment or derivative investment of the company, and shall not delegate the approval power of the above matters to the individual directors or the general manager of the company, regardless of the amount. If the company is difficult to perform the review procedures and disclosure obligations for each derivative transaction due to the transaction frequency and timeliness requirements, it can reasonably predict the scope, amount and duration of derivative transactions in the next 12 months. If the amount of the amount exceeds the authority of the board of directors, it shall also be submitted to the general meeting of shareholders for review, The transaction amount at any time point within the term (including the relevant amount of reinvestment of the income of the above investment) shall not exceed the amount of derivative investment.
The “transaction” mentioned in this article refers to the following transactions except for the daily business activities of the company or its holding subsidiaries:
（1） Purchase or sale of assets;
（2） Foreign investment (including entrusted financial management, investment in subsidiaries, etc.);
（3） Provide financial assistance (including interest bearing or interest free loans, entrusted loans, etc.);
（4） Provide guarantee (including guarantee for holding subsidiaries);
（5） Leased in or leased out assets;
（6） Entrusted or entrusted management of assets and businesses;
（7） Donated or donated assets;
（8） Reorganization of creditor’s rights and debts;
（9） Transfer or transfer of R & D projects;
（10） Sign the license agreement;
（11） Waiver of rights (including waiver of preemptive right, preemptive subscription right, etc.);
（12） Other transactions recognized by the stock exchange.
Article 9 related party transactions (excluding guarantees provided by the company) between the company and related legal persons (or other organizations) with an amount (including debts and expenses) of more than 3 million yuan and accounting for more than 0.5% of the absolute value of the company’s latest audited net assets shall be disclosed in a timely manner after deliberation by the board of directors.
The related party transactions with the amount of more than 300000 yuan between the company and the related natural person (except for the guarantee provided by the company) (including the debts and expenses undertaken) shall be disclosed in time after being deliberated by the board of directors.
Related party transactions exempted from information disclosure in accordance with the provisions of the stock listing rules may be exempted from consideration in the form of related party transactions.
The scope of connected persons and the type of connected transactions in these Rules shall be determined in accordance with the relevant provisions of the stock listing rules.
Article 10 except that the following guarantee matters shall be submitted to the general meeting of shareholders for deliberation and approval after being deliberated and approved by the board of directors, other guarantee matters shall be deliberated and approved by the board of directors:
（1） The amount of a single guarantee exceeds 10% of the company’s latest audited net assets;
（2） Any guarantee provided after the total external guarantee of the company and its holding subsidiaries exceeds 50% of the company’s latest audited net assets;
（3） Any guarantee provided after the total amount of guarantee provided by the company and its holding subsidiaries exceeds 30% of the company’s latest audited total assets;
（4） According to the principle of cumulative calculation of the guarantee amount within 12 consecutive months, the guarantee exceeds 30% of the company’s latest audited total assets;
（5） The guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
（6） Guarantees provided to shareholders, actual controllers and their affiliates;
（7） The company provides guarantee for related parties (regardless of amount);
（8） Other guarantees that shall be deliberated and approved by the general meeting of shareholders in accordance with laws, regulations and the articles of association. In addition to the approval of more than half of all directors, the external guarantee of the company shall also be deliberated and approved by more than 2 / 3 directors attending the board meeting or approved by the general meeting of shareholders.
Without the approval of the board of directors or the general meeting of shareholders, the company shall not provide external guarantee.
Article 11 the financial assistance provided by the company shall not only be approved by more than half of all directors, but also be deliberated and approved by more than 2 / 3 of the directors attending the meeting of the board of directors. Except that the following financial assistance matters need to be submitted to the general meeting of shareholders for deliberation and approval after being deliberated and approved by the board of directors, other financial assistance matters shall be deliberated and approved by the board of directors:
（1） The amount of a single financial subsidy exceeds 10% of the company’s latest audited net assets;
（2） The latest financial statement data of the funded object shows that the asset liability ratio exceeds 70%;
（3） The cumulative amount of financial assistance in the last 12 months exceeds 10% of the company’s latest audited net assets;
（4） Provide financial assistance to affiliated joint stock companies;
（5） Other circumstances stipulated by the Shanghai Stock Exchange or the articles of association.
If the object of subsidy is the holding subsidiary within the scope of the company’s consolidated statements, and the other shareholders of the holding subsidiary do not include the controlling shareholders, actual controllers and their affiliates of the company, the above provisions may be exempted. The company shall not provide financial assistance to related persons, except for the case of providing financial assistance to related joint-stock companies not controlled by the controlling shareholder and actual controller of the company, and other shareholders of the joint-stock company provide financial assistance with the same conditions according to the proportion of capital contribution.
If the company provides financial assistance to the affiliated joint-stock company specified in the preceding paragraph, it shall not only be deliberated and approved by more than half of all non affiliated directors, but also be present
