Rules of procedure of the board of directors
Chapter I General Provisions
Article 1 in order to further standardize the discussion methods and decision-making procedures of the board of directors of the company, promote the board of directors to effectively perform its duties and improve the standard operation and scientific decision-making level of the board of directors, 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 other laws and regulations These rules are formulated in accordance with the provisions of normative documents and the articles of association.
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 6 directors, including 2 independent directors. The board of directors has one chairman, who is the legal representative of the company. The board of directors may have one vice chairman.
The board of directors of the company shall set up an audit committee, and set up special committees such as strategy committee, nomination committee, salary and assessment committee and information disclosure Committee as required. 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.
The board of directors may set up a securities department to handle the daily affairs of the board of directors.
The Secretary of the board of directors also serves as the head of the securities department and keeps the information of the board of directors and the seal of the board of directors.
Chapter II functions and powers of the board of directors
Article 4 the board of directors shall exercise the following functions and powers:
(I) be responsible for convening the general meeting of shareholders and reporting to the general meeting;
(II) implement the resolutions of the general meeting of shareholders;
(III) determine 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) formulate plans for the company’s major acquisition, repurchase of the company’s shares, merger, division, dissolution and change of company form. A resolution on the acquisition of shares of the company due to the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association shall be voted and approved by the meeting of the board of directors attended by more than two-thirds of the directors.
(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, external donation and other matters;
(IX) decide on the establishment of the company’s internal management organization;
(x) appoint or dismiss the general manager and Secretary of the board of directors of the company; Appoint or dismiss the company’s deputy general manager, chief financial officer, chief accountant, chief engineer and other senior managers according to the nomination of the general manager, 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 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.
In order to maintain the stability of the company’s operation and protect the rights and interests of small and medium-sized investors, the following matters need to be agreed by more than two-thirds of the directors:
(I) amendment plan of the articles of Association;
(II) propose to elect or change directors;
(III) dismissal and selection of management team;
(IV) major business plans or investment plans that change the original main business direction;
(V) change the original innovation and incentive system, scheme and rules.
Article 5 the board of directors shall determine the authority of external investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, related party transactions and external donation, and establish strict review 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.
Article 6 the authority of the board of directors to decide on foreign investment, acquisition and sale of assets, asset mortgage and entrusted financial management is:
1. Unless otherwise specified in relevant laws, regulations, normative documents and the articles of association, if the transaction of the company meets one of the following standards (except for providing guarantee, financial assistance and receiving cash assets), it shall be approved by the board of directors and disclosed in time:
(1) The transaction amount (including debts and expenses) of the transaction accounts for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan;
(2) The total assets involved in the transaction account for more than 10% of the company’s total assets audited in the latest period. If the total assets involved in the transaction have both book value and assessed value, the higher one shall be taken as the calculation data;
(3) 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;
(4) The related net profit of 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 one million yuan;
(5) The net assets involved in the transaction object (such as equity) account for more than 10% of the latest audited net assets of the listed company, and the absolute amount exceeds 10 million yuan. If the net assets involved in the transaction have both book value and assessed value, the higher one shall prevail;
(6) 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 one million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
2. Unless otherwise specified in relevant laws, regulations, normative documents and the articles of association, if the transactions of the company (except providing guarantee and financial assistance) meet one of the following standards, they shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors of the company:
(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 assessed value, the higher one shall be taken as the calculation data;
(2) The relevant operating income of the transaction object (such as equity) in the latest fiscal year 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;
(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 RMB 5 million;
(4) The net assets involved in the transaction object (such as equity) account for more than 50% of the latest audited net assets of the listed company, and the absolute amount exceeds 50 million yuan. If the net assets involved in the transaction have both book value and assessed value, the higher one shall prevail;
(5) The transaction amount (including debts and expenses) of the transaction accounts for more than 50% of the company’s latest audited net assets, and the absolute amount exceeds 50 million yuan;
(6) 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.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
3. The authority of the board of directors to decide related party transactions is:
If the amount of related party transactions (except cash assets and guarantees provided by listed companies) is more than 30 million yuan and accounts for more than 5% of the absolute value of the company’s latest audited net assets, the board of directors shall submit it to the general meeting of shareholders for deliberation and approval. Other related party transactions shall be implemented in accordance with laws, regulations, rules, the provisions of the stock exchange where the company’s shares are listed and the system otherwise formulated by the company.
The company’s transactions with the same related party or transactions with different related parties related to the same transaction object within 12 consecutive months shall be calculated based on the cumulative amount of 12 consecutive months.
4. The authority of the board of directors to decide on external guarantees is:
Other guarantee matters other than those specified in Article 41 of the articles of association shall be decided by the board of directors. The guarantee provided by the company shall not only be deliberated and approved by more than half of all directors, but also be deliberated and approved by more than 2 / 3 directors attending the meeting of the board of directors and made a resolution, and shall be disclosed to the public in a timely manner; The guarantee matters specified in Article 41 of the articles of association shall be submitted by the board of directors to the general meeting of shareholders for deliberation and approval.
All directors of the company shall prudently treat and strictly control the debt risk arising from external guarantee, and bear joint and several liabilities for the losses arising from illegal or improper external guarantee according to law.
5. The authority of the board of directors to decide financial assistance is:
The financial assistance provided by the company shall not only be deliberated and approved by more than half of all directors, but also be deliberated and approved by more than 2 / 3 directors attending the board meeting and made a resolution, which shall be disclosed to the public in a timely manner. In case of any of the following circumstances, the financial assistance shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors, unless otherwise stipulated in the articles of association or the stock exchange:
(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) Other circumstances stipulated by the stock exchange or the articles of association.
If the object of financial assistance provided by the company is a holding subsidiary within the scope of the company’s consolidated statements with a shareholding ratio of more than 50%, and the other shareholders of the holding subsidiary do not include the company’s controlling shareholders, actual controllers and their affiliates, the above provisions may be exempted.
Article 7 the chairman of the board of directors of the company shall be elected and removed by more than half of all directors. 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) propose the appointment or dismissal of the general manager and the Secretary of the board of directors;
(IV) sign the company’s shares, corporate bonds and other securities;
(V) sign important documents of the board of directors and other documents signed by the legal representative of the company;
(VI) exercise the functions and powers of the legal representative;
(VII) 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; (VIII) other functions and powers granted by the board of directors or stipulated in the articles of association.
Chapter III convening and presiding over the meeting
Article 8 the meeting of the board of directors shall be convened and presided over by the chairman; When the chairman or vice chairman fails to perform his duties, the chairman or vice chairman is unable to perform his duties; When the vice chairman is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall preside over the meeting.
Article 9 the board of directors shall hold at least two meetings every year, which shall be convened by the chairman. All directors and other personnel attending the meeting shall be notified in writing, fax, personal delivery, mail delivery and other ways 10 days before the meeting. Article 10 shareholders representing more than 1 / 10 of the voting rights, more than 1 / 3 of the directors and the board of supervisors may propose to convene an interim meeting of the board of directors. 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.
Chapter IV notice and proposal
Article 11 before issuing the notice of convening the regular meeting of the board of directors, the securities department 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 12 Where an interim meeting of the board of directors is proposed, a written proposal signed (sealed) by the proposer shall be submitted to the chairman through the securities department or directly. The written proposal shall specify 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, 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 be 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.
After receiving the above written proposal and relevant materials, the securities department shall transmit them to the chairman of the board of directors on the same day. If the chairman of the Board considers that the content of the proposal is not clear, 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.
Article 13 the notice of the board of directors convening an interim meeting of the board of directors shall be sent by telephone, written notice, fax notice, personal service and mail. The time limit of notice is: each meeting shall be notified to all directors 2 days before the meeting is held.
In case of emergency, an interim meeting of the board of directors can be held at any time by means of telephone notice, fax notice, personal service, e-mail notice, etc.
Article 14 the notice of the meeting shall at least include the following contents:
(I) date and place of the meeting;
(II) duration of the meeting;
(III) reasons and topics;
(IV) date of notice.
Article 15 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 3 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 3 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 of the meeting
