Shenzhen S.C New Energy Technology Corporation(300724)
Rules of procedure of the board of directors
(revised in February 2022)
Chapter I General Provisions
Article 1 in order to ensure the independent, standardized and effective exercise of functions and powers of the board of directors according to law and ensure the efficient operation and scientific decision-making 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 guidelines for the governance of listed companies, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other laws These rules of procedure (hereinafter referred to as “these rules”) are formulated in accordance with the relevant provisions of laws, regulations, normative documents and the Shenzhen S.C New Energy Technology Corporation(300724) articles of Association (hereinafter referred to as “the articles of association”) and the actual situation of the company.
Article 2 the company establishes a board of directors, which is elected by the general meeting of shareholders. Entrusted by the general meeting of shareholders, the board of directors is responsible for the operation and management of the company’s corporate property. It is the business decision-making center of the company and is responsible for the general meeting of shareholders.
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 acts as the head of the office of the board of directors and keeps the seal of the board of directors.
Chapter II election and replacement of directors
Article 3 a director of the company cannot serve as a director of the company under any of the following circumstances:
(I) no civil capacity or limited civil capacity;
(II) being sentenced to criminal punishment for corruption, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy, and the expiration of the execution period is less than 5 years, or being deprived of political rights for a crime, and the expiration of the execution period is less than 5 years;
(III) being a director, factory director or manager of a company or enterprise in bankruptcy liquidation and personally responsible for the bankruptcy of the company or enterprise, less than 3 years have elapsed since the completion of the bankruptcy liquidation of the company or enterprise;
(IV) having served as the legal representative of a company or enterprise whose business license has been revoked or ordered to close down due to violation of law, and having personal responsibility, less than 3 years have elapsed since the date of revocation of the business license of the company or enterprise;
(V) a large amount of personal debt is not paid off when due;
(VI) being banned from entering the securities market by the CSRC before the expiration of the time limit;
(VII) other circumstances stipulated by laws, administrative regulations or departmental rules.
If a director is elected or appointed in violation of the provisions of this article, the election, appointment or employment shall be invalid. The company shall remove a director from his post if any of the circumstances set forth in this article occurs during his term of office.
Article 4 directors shall be elected or replaced by the general meeting of shareholders for a term of three years. A director may be re elected upon expiration of his term of office. The continuous term of office of independent directors shall not exceed six years. Before the expiration of a director’s term of office, the general meeting of shareholders shall not remove him without reason.
The term of office of the directors shall be calculated from the date of adoption of the resolution of the general meeting of shareholders to the expiration of the term of office of the current board of directors. If a director is not re elected in time after the expiration of his term of office, the original director shall still perform his duties in accordance with laws, administrative regulations, departmental rules and the articles of association before the re elected director takes office.
The director may be concurrently held by the manager or other senior managers, but the total number of directors concurrently holding the position of manager or other senior managers shall not exceed 1 / 2 of the total number of directors of the company.
The board of directors of the company does not have a director held by employee representatives.
Article 5 directors shall abide by laws, administrative regulations and the articles of association, and bear the following obligations of loyalty to the company:
(I) shall not take advantage of his power to accept bribes or other illegal income, and shall not encroach on the company’s property; (II) not misappropriate the company’s funds;
(III) the company’s assets or funds shall not be deposited in an account opened in its own name or in the name of other individuals;
(IV) the company shall not, in violation of the provisions of the articles of association, lend the company’s funds to others or provide guarantee for others with the company’s property without the consent of the general meeting of shareholders or the board of directors;
(V) not to enter into contracts or conduct transactions with the company in violation of the provisions of the articles of association or without the consent of the general meeting of shareholders;
(VI) without the consent of the general meeting of shareholders, it is not allowed to take advantage of his position to seek business opportunities that should belong to the company for himself or others, and operate businesses similar to the company for himself or for others;
(VII) shall not accept the Commission of trading with the company as his own;
(VIII) not disclose company secrets without authorization;
(IX) it shall not use its affiliated relationship to damage the interests of the company;
(x) other loyalty obligations stipulated in laws, administrative regulations, departmental rules and the articles of association. The income obtained by a director in violation of this article shall be owned by the company; If losses are caused to the company, it shall be liable for compensation.
Article 6 directors shall abide by laws, administrative regulations and the articles of association, and bear the following obligations of diligence to the company:
(I) in principle, they should attend the board of directors in person, act diligently with normal and reasonable prudence, and express clear opinions on the matters discussed; If it is unable to attend the board of directors in person for some reason, it shall carefully select the trustee; (II) exercise the rights conferred by the company carefully, seriously and diligently to ensure that the company’s business activities comply with the requirements of national laws, administrative regulations and various national economic policies, and that the business activities do not exceed the business scope specified in the business license;
(III) all shareholders should be treated fairly;
(IV) carefully read the company’s business and financial reports and public media reports on the company, timely understand and continuously pay attention to the company’s business operation and management status, major events that have occurred or may occur and their impact, and timely report the problems existing in the company’s business activities to the board of directors, It is not allowed to shirk its responsibility on the grounds of not directly engaging in operation and management or not knowing it;
(V) written confirmation opinions shall be signed on the company’s periodic reports. Ensure that the information disclosed by the company is true, accurate and complete;
(VI) it shall truthfully provide the board of supervisors with relevant information and materials, and shall not hinder the board of supervisors or supervisors from exercising their functions and powers;
(VII) other duties of diligence stipulated by laws, administrative regulations, departmental rules and the articles of association.
In order to fulfill the duty of diligence, the directors may require the senior management of the company to provide detailed information, explanation or discussion on the operation and management of the company, and may also require the company to respond to its questions and provide the information it needs in a timely manner. The company shall provide new directors with the opportunity to participate in the training organized by the securities regulatory department, and urge directors to familiarize themselves with the spirit of laws, regulations and normative documents related to the performance of their duties as soon as possible.
Article 7 If a director fails to attend the meeting in person or entrust other directors to attend the meeting of the board of directors for two consecutive times, he shall be deemed unable to perform his duties, and the board of directors shall recommend the general meeting of shareholders to replace him.
Article 8 a director may resign before the expiration of his term of office. When a director resigns, he shall submit a written resignation report to the board of directors. The board of directors will disclose relevant information within 2 trading days.
If the board of directors of the company is lower than the minimum quorum due to the resignation of directors, the original directors shall still perform their duties in accordance with laws, administrative regulations, departmental rules and the articles of association before the re elected directors take office.
Except for the circumstances listed in the preceding paragraph, the resignation of a director shall take effect when the resignation report is delivered to the board of directors.
Article 9 when a director’s resignation takes effect or his term of office expires, he shall complete all handover procedures to the board of directors. His duty of loyalty to the company and shareholders shall not be automatically relieved after the end of his term of office. His obligation to keep confidential the company’s business secrets shall remain valid after the end of his term of office until the secrets become public information.
The duration of other obligations shall not be less than one year.
Article 10 without the provisions of these rules or the legal authorization of the board of directors, no director shall act on behalf of the company or the board of directors in his own name. When a director acts in his own name, if the third party reasonably believes that the director is acting on behalf of the company or the board of directors, the director shall declare his position and identity in advance. Article 11 Where a director violates the provisions of laws, administrative regulations, departmental rules or these rules when performing his duties and causes losses to the company, he shall be liable for compensation.
Article 12 independent directors shall implement in accordance with the relevant provisions of laws, administrative regulations and departmental rules.
Chapter III composition of the board of directors
Article 13 the board of directors is composed of 7 directors, including 3 independent directors. The board of directors has one chairman and one vice chairman.
Article 14 the board of directors shall set up special committees, including strategy committee, audit committee, nomination committee and remuneration and assessment committee. The members of the special committee are all composed of directors, among which the independent directors shall account for the majority and act as the convener of the audit committee, nomination committee and remuneration and assessment committee. The audit committee shall be approved by the board of directors of the company.
Article 15 the board of directors shall have a 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 board of directors.
Article 16 the Secretary of the board of directors shall have the necessary professional knowledge and experience and shall be appointed by the board of directors. Article 17 the directors or other senior managers of the company may concurrently serve as the Secretary of the board of directors of the company. The certified public accountant of the accounting firm and the lawyer of the law firm employed by the company shall not concurrently serve as the Secretary of the board of directors of the company.
Article 18 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 of the company shall not do it in a dual capacity.
Chapter IV functions and powers of the board of directors
Article 19 the company has a board of directors, which is responsible for the general meeting of shareholders. The corporate governance structure shall ensure that the board of directors can exercise its functions and powers in accordance with laws, administrative regulations, departmental rules and the articles of association.
Article 20 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） Draw up plans for the company’s major acquisition, acquisition of company 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 deputy general manager, financial director and other senior managers of the company, 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 employ or dismiss the accounting firm that is the auditor of the company;
（15） Listen to the work report of the general manager of the company and check the work of the general manager;
（16） To review the matters concerning share repurchase stipulated in items (III), (V) and (VI) of Article 23 of the articles of Association;
（17） The general meeting of shareholders of the company authorizes the board of directors of the company to pay dividends to preferred shareholders in accordance with the articles of Association;
（18） Other functions and powers granted by laws, administrative regulations, departmental rules or the articles of association.
Article 21 the board of directors of the company shall explain the qualified audit report issued by the certified public accountant on the company’s financial report to the general meeting of shareholders.
Article 22 the company invests abroad (including entrusted financial management, investment in subsidiaries, establishment or capital increase of wholly-owned subsidiaries), provides financial assistance (including entrusted loans), provides guarantee (refers to the guarantee provided by the company for others, including the guarantee for holding subsidiaries), rents in or leases out assets, signs management contracts (including entrusted operation, entrusted operation, etc.) If the transaction behaviors such as giving or receiving donated assets, reorganization of creditor’s rights or debts, transfer of research and development projects, signing of license agreements, waiver of rights (including waiver of preemptive right and preemptive right to subscribe capital contributions) meet the following standards, they shall be approved by the board of directors and disclosed in time:
(I) 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 evaluated value, the higher one shall be taken as the calculation basis;
(II) the relevant operating income of the transaction object (such as equity) in the latest accounting year accounts for more than 10% of the audited operating income of the listed company in the latest accounting year, and the absolute amount exceeds 10 million yuan; (III) the related net profit of the transaction object (such as equity) in the latest accounting year accounts for more than 10% of the audited net profit of the listed company in the latest accounting year, and the absolute amount exceeds 1 million yuan;
(IV) 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;
(V) 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;
(VI) related party transactions between the company and related natural persons with a transaction amount ranging from 300000 yuan (excluding 300000 yuan) to 30 million yuan (including 30 million yuan), or not exceeding 5% (excluding 5%) of the absolute value of the company’s latest audited net assets;
(VII) related party transactions between the company and related legal persons with a transaction amount of 3 million yuan (excluding 3 million yuan) to 30 million yuan (including 30 million yuan) and accounting for more than 0.5% of the absolute value of the company’s latest audited net assets but not more than 5% (excluding 5%) of the company’s latest audited net assets.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
The board of directors shall authorize the chairman of the board of directors to approve the transactions below the aforesaid quota in accordance with the provisions of the articles of association. The decisions made by the chairman of the board of directors in accordance with the provisions shall be in line with the interests of the company, and shall be reported to the board of directors in a timely manner and filed. All matters involving major interests of the company shall be collectively decided by the board of directors.
Article 23 If the transactions of the company (except the donated cash assets) meet one of the following standards, the board of directors shall make a resolution and submit it to the general meeting of shareholders for deliberation:
(I) 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 evaluated value, the higher one shall be taken as the calculation basis;
(II) delivery
