Xinjiang International Industry Co.Ltd(000159) rules of procedure of the board of directors
Chapter I General Provisions two
Chapter II functions and powers of the board of Directors two
Chapter III composition and organization of the board of Directors three
Chapter IV Chairman three
Chapter V Secretary of the board of Directors four
Chapter VI convening and notification of board meetings five
Chapter VII proceedings and voting procedures of the board meeting six
Chapter VIII resolutions and minutes of the board meeting seven
Chapter IX implementation of resolutions of the board of Directors eight
Chapter X guarantee the effective exercise of functions and powers of independent directors nine
Chapter XI Supplementary Provisions nine
Chapter I General Provisions
Article 1 in order to ensure the work efficiency and scientific decision-making of the board of directors of Xinjiang International Industry Co.Ltd(000159) (hereinafter referred to as the “company”) and standardize the operation procedures of the board of directors, these rules are formulated in accordance with the company law of the people’s Republic of China, the guidelines for the governance of listed companies and other laws and regulations and the provisions of the articles of association of Xinjiang International Industry Co.Ltd(000159) .
Chapter II functions and powers of the board of directors
Article 2 the board of directors is the permanent executive body of the general meeting of shareholders. It is responsible to the general meeting of shareholders and is responsible for the daily business decisions of the company when the general meeting of shareholders is not in session.
Article 3 the board of directors shall exercise the following functions and powers according to law:
（1） Be responsible for convening the general meeting of shareholders and reporting 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, repurchase of the company’s shares or division, merger and dissolution; （8） To decide on the company’s foreign investment, acquisition and sale of assets, asset mortgage and disposal, external guarantee, entrusted financial management, related party transactions and other matters within the scope of the articles of association and the authorization of the general meeting of shareholders;
（9） Decide on the establishment of the company’s internal management organization and branches;
（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;
（11） Appoint, replace or recommend shareholder representatives, directors (candidates) and supervisors (candidates) of the company’s holding subsidiaries and participating subsidiaries;
（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） Formulate the working rules of the special committees of the board of directors;
（18） Other functions and powers granted by laws, regulations or the articles of association and the general meeting of shareholders.
Article 4 the general meeting of shareholders authorizes the board of directors to exercise the following functions and powers in the event of major events such as asset management, loans, guarantees and related party transactions:
(I) foreign investment, acquisition and sale of assets, mortgage and disposal of assets, provision of financial assistance, lease in or lease out of assets, entrusted or entrusted management of assets and businesses, gift or gift of assets, reorganization of creditor’s rights and debts, signing of license agreement, transfer or assignment of research and development projects and other transactions.
The total assets involved in the transaction reviewed and approved shall not exceed 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 data; The main business income related to the transaction object (such as equity) in the latest fiscal year shall not exceed 50% of the audited main business income of the company in the latest fiscal year, or the absolute amount shall not exceed 50 million yuan; The relevant net profit of the transaction object (such as equity) in the latest fiscal year shall not exceed 50% of the audited net profit of the company in the latest fiscal year, or the absolute amount shall not exceed 5 million yuan; The transaction amount (including debts and expenses) shall not exceed 50% of the company’s latest audited net assets, or the absolute amount shall not exceed 50 million yuan; The profit generated from the transaction shall not exceed 50% of the audited net profit of the company in the latest fiscal year, or the absolute amount shall not exceed 5 million yuan.
The total assets acquired and sold by the company within one year shall not exceed 30% of the total assets audited in the latest period. Entrusted financial management and financial assistance shall be calculated based on the accumulated amount within 12 months.
（2） Guarantee
Review and approve the guarantee that the amount of a single guarantee does not exceed 10% of the latest audited net assets, the total amount of external guarantee of the company and its holding subsidiaries does not exceed 50% of the latest audited net assets and 30% of the total assets, and the guarantee that the asset liability ratio of the guarantee object does not exceed 70%.
（3） Borrowing
Review and approve bank loans used by the company for operation and loans from third parties.
（4） Related party transactions
Review and approve related party transactions with the subject matter of the contract not exceeding 30 million yuan or less than 5% of the company’s recently audited net assets.
(V) review and approve the donation of no more than 2 million yuan.
（6） Review and approve laws and regulations, articles of association and other matters stipulated by Shenzhen Stock Exchange.
Chapter III composition and organization of the board of directors
Article 5 the board of directors of the company is composed of nine directors, including one chairman, one vice chairman and three independent directors. The chairman and vice chairman shall be held by the directors who have served in the company for at least one term.
Article 6 the board of directors of the company shall establish special committees for strategy, audit, nomination, remuneration and assessment, and shall formulate corresponding implementation rules. In the audit committee, nomination committee and remuneration and assessment committee, independent directors shall account for the majority and act as the person in charge. At least one independent director in the audit committee shall be an accounting professional. Chapter IV Chairman
Article 7 the chairman is the legal representative of the company.
Article 8 the chairman shall be elected or removed by more than half of all directors. The term of office of the chairman is three years and can be re elected.
Article 9 qualification of the chairman:
(I) have rich knowledge of socialist market economy, be able to correctly analyze and judge the macroeconomic situation and market development trend outside China, have the ability to command and control the overall situation, have strong decision-making ability and dare to be responsible; (II) have a good democratic style, open-minded, meritocratic and good at uniting comrades;
(III) have strong coordination ability and be good at coordinating the relationship between the board of directors, the management team, the Party committee and the trade union;
(IV) have a certain number of years of enterprise management or economic work experience, be familiar with the industry and the production and operation of various industries, and be able to master the relevant national policies, laws and regulations;
(V) be honest, diligent, honest and upright;
(VI) have a strong sense of mission, responsibility and pioneering spirit, and be able to create a new situation in work.
Article 10 the board of directors authorizes the chairman of the board of directors to exercise some functions and powers when the board of directors is not in session. The authorization principles: (I) comply with the overall development strategy of the company;
(II) non risk and non significant interest related matters;
(III) if investment is involved, the feasibility report shall be provided by the Strategy Committee;
(IV) on the premise that the board of directors makes an authorization resolution.
Article 11 the board of directors authorizes the chairman of the board of directors to exercise the following functions and powers during the board of directors and the intersessional period:
(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) sign the company’s shares, corporate bonds and other securities;
(IV) sign important documents of the board of directors and other documents that should be signed by the legal representative of the company; (V) exercise the functions and powers of the legal representative; Sign the “power of attorney of legal person” to the general manager and other personnel of the company according to business needs;
（6） Other functions and powers authorized by the board of directors;
(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) when the general manager is absent or absent, act on behalf of the general manager to exercise functions and powers;
(IX) other functions and powers specified in the articles of association.
Article 12 If the chairman is unable to perform his duties for some reason, he shall appoint a vice chairman or a director to act on behalf of the chairman.
Chapter V Secretary of the board of directors
Article 13 the company has a secretary of the board of directors, who is responsible to the board of directors. His main responsibility is to promote the company to improve its governance level and do a good job in the management of company information disclosure and investor relations.
Article 14 the main responsibilities of the Secretary of the board of directors include:
(I) prepare and submit reports and documents issued by the board of directors and the general meeting of shareholders as required by relevant national departments;
(II) prepare the board meeting and shareholders’ meeting, and be responsible for the minutes of the meeting to ensure the accuracy and integrity of the records; Keep meeting documents and minutes, take the initiative to master the implementation of relevant resolutions, and report and put forward suggestions to the board of directors on important issues in implementation;
(III) be responsible for the company’s information disclosure, formulate relevant information disclosure systems, participate in relevant meetings of the company involving information disclosure, timely know the company’s major business decisions and relevant information, and ensure that the company’s information disclosure is timely, accurate, legal, true and complete;
(IV) ensure that those who have the right to obtain relevant records and documents of the company get relevant documents and records in time; (V) make the directors, supervisors and senior managers of the company clear their responsibilities and abide by relevant national laws, regulations, rules, policies, articles of association and relevant provisions of the stock exchange where the company’s shares are listed;
(VI) assist the board of directors in exercising its functions and powers. When the resolution of the board of directors violates laws, regulations, rules, policies and relevant provisions of the stock exchange where the company’s shares are listed, it shall raise objections in time;
(VII) provide consultation and suggestions for major decisions of the company;
(VIII) be responsible for the confidentiality of the company’s stock price sensitive information, and formulate effective confidentiality systems and measures. For the leakage of sensitive information of the company’s share price caused by various reasons, necessary remedial measures shall be taken, explained and clarified in time, and the regulatory authority of the place where the company is listed and the securities regulatory authority of the State Council shall be notified;
(IX) handle relevant matters between the company and the securities regulatory department and the securities trading in the place where the company’s shares are listed;
(x) be responsible for coordinating and organizing market promotion, coordinating visit reception, handling investor relations, maintaining contact with investors, intermediaries and news media, coordinating and answering public questions, and ensuring that investors receive the information disclosed by the company in time. Organize and prepare the promotion and publicity activities of the company. Establish effective communication channels between the company and shareholders, including setting up special personnel or special institutions to make full and necessary contact with shareholders, and timely feed back shareholders’ opinions and suggestions to the board of directors or management of the company. Other duties stipulated in the articles of association and the Listing Rules of the stock exchange where the company’s shares are listed;
（11） Ensure the proper establishment of the company’s register of shareholders, and be responsible for the management and preservation of the company’s register of shareholders, the register of directors, the number of shares held by major shareholders and the record data of directors’ shares;
（12） Coordinate and provide necessary information to the board of supervisors and other audit institutions of the company to perform their supervision functions, and assist in the investigation of the performance of integrity responsibilities of the company’s chief financial officer, the company’s directors and the general manager; （13） Perform other functions and powers granted by the board of directors and required by the Listing Rules of the stock exchange where the company’s shares are listed.
Article 15 the company shall set up the office of the Secretary of the board of directors as the daily work organization for the Secretary of the board of directors to perform his duties.
Chapter VI convening and notification of board meetings
Article 16 the meeting of the board of directors is divided into regular meeting and interim meeting, which shall be held at least twice a year. The regular meeting of the board of directors shall be held before the publication of the company’s periodic report.
Article 17 under any of the following circumstances, the chairman of the board of directors shall convene an interim meeting of the board of directors within 15 working days:
（1） When the chairman considers it necessary;
（2） When more than one-third of the directors jointly propose;
（3） The proposal of independent directors and the consent of more than half of all independent directors;
（4） When proposed by the board of supervisors;
（5） When proposed by the general manager.
Article 18 the Secretary of the board of directors is responsible for collecting the draft proposals of the meeting, and the proposer of the proposal shall submit relevant written materials before the meeting. Proposals involving major connected transactions that must be considered by the board of directors or the general meeting of shareholders according to law shall be approved by independent directors first. After sorting out relevant materials, the Secretary of the board of directors shall list the time, place and agenda of the meeting of the board of directors and submit it to the chairman of the board of directors.
Article 19 the chairman of the board of directors shall convene and sign the notice of convening the meeting. If the chairman is unable to perform his duties due to special reasons, the chairman of the board of directors shall designate a vice chairman or a director to convene an interim meeting of the board of directors on his behalf; If the chairman of the board fails to perform his duties for no reason and fails to designate a specific person to perform his duties on his behalf, the vice chairman or more than half of the directors may jointly elect a director to convene the meeting, and the convener shall be responsible for issuing the notice of convening the meeting.
Article 20 when the company holds a meeting of the board of directors, it shall notify all directors, supervisors and senior executives of the company who need to attend the meeting in writing (including letters, faxes, etc.) ten days before the meeting.
The notice of the company’s convening of the interim board meeting shall be sent by special person or by means of communication (including fax, telephone, etc.); The time limit for notification is: five working days before the meeting.
Except for the temporary meeting of the board of directors held under special or emergency circumstances.
Article 21 the proposer who proposes to convene an interim meeting of the board of directors must submit it in writing to the board of directors and serve it on the Secretary of the board of directors. Dong
