Anhui Genuine New Materials Co.Ltd(603429)
Rules of procedure of the board of directors
Chapter I General Provisions
Article 1 in order to further clarify the responsibilities and authorities of the board of directors of Anhui Genuine New Materials Co.Ltd(603429) (hereinafter referred to as the company), standardize the internal organization and operation procedures of the board of directors, give full play to the central role of the board of directors in business decision-making, and protect the legitimate rights and interests of investors, These rules are formulated 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 (hereinafter referred to as the “Securities Law”) and other relevant laws and regulations, as well as the relevant provisions of the Anhui Genuine New Materials Co.Ltd(603429) articles of Association (hereinafter referred to as the “articles of association”). Article 2 the board of directors is the company’s permanent decision-making body, which exercises the functions and powers conferred by laws, administrative regulations, the articles of association and the general meeting of shareholders, and is responsible for the general meeting of shareholders.
Article 3 the board of Directors consists of six directors, including two independent directors, with one chairman and one vice chairman. The meeting of the board of directors can be held only when more than half of the directors are present. The directors shall attend the meeting in person or entrust other directors in writing to attend the meeting on their behalf.
Article 4 the board of directors shall have one 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. The Secretary of the board of directors shall be nominated by the chairman and appointed or dismissed by the board of directors. The Secretary of the board of directors is responsible for handling the daily affairs of the board of directors.
Chapter II board meeting system
Article 5 the Secretary of the board of directors shall be responsible for the preparation and organization of the meetings of the board of directors. According to the certainty of the board meeting, the board meeting is divided into regular meeting and interim meeting. 1 / 10
Article 6 the meeting of the board of directors shall be held at least twice a year, which shall be convened by the chairman of the board of directors, and all directors and supervisors shall be notified in writing 10 days before the meeting of the board of directors.
Article 7 under any of the following circumstances, the chairman of the board of directors shall convene an interim meeting of the board of directors within 10 working days after receiving the proposal:
(I) when more than one-third of the directors jointly propose;
(II) when proposed by the board of supervisors;
(III) shareholders representing more than one tenth of the voting rights propose;
(IV) other circumstances stipulated in the articles of association.
Article 8 the voting method of the resolution of the board of directors is: a show of hands or other methods specified in the articles of association.
On the premise of ensuring that the directors can fully express their opinions, the interim meeting of the board of directors can be held by means of communication or fax and make resolutions, which shall be signed by the participating directors.
If the board of directors makes a resolution in the way mentioned in the preceding paragraph, the time limit for prior notice specified in this system can be exempted, but it shall ensure that the written plan of the resolution is delivered to each director by hand, mail, express mail or fax, and each director shall sign the service receipt. The notice shall specify the way and time limit for the directors to sign their opinions. If the directors fail to express their opinions in the prescribed manner beyond the time limit, they shall be deemed to disagree with the scheme. If a resolution of the board of directors has been made by hand, fax or express mail, and such resolution has been signed by a quorum of the company, it shall be deemed as a valid resolution of the board of directors. For this purpose, multiple proposals with the same content signed by the directors respectively can be combined to form a valid resolution of the board of directors, without the need for the consenting directors to sign the same text.
Chapter III proceedings of the board of directors
Section I proposal
Article 9 the proposal of the board meeting is mainly based on the following conditions:
(I) matters proposed by the directors;
(II) matters proposed by the board of supervisors;
(III) matters proposed by the president;
(IV) matters that need to be deliberated at the general meeting of shareholders of the company’s holding subsidiaries and joint-stock companies.
Section II solicitation of proposals
Article 10 the Secretary of the board of directors is responsible for soliciting the draft of the matters discussed at the meeting, and the proponents of relevant proposals shall submit the proposals and relevant explanatory materials before the notice of the meeting is issued.
Article 11 proposals involving connected transactions that must be considered by the board of directors or the general meeting of shareholders according to law shall be approved in writing by independent directors first.
Article 12 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.
Section III notice of meeting
Article 13 the contents of the meeting notice generally include:
(I) time and place of the meeting;
(II) agenda, causes, topics and relevant materials of the meeting;
(III) date of notice, etc.
Article 14 the notice of the board meeting shall be sent by hand, mail or fax. If the situation is urgent and it is necessary to convene an interim board meeting as soon as possible, the meeting notice can be sent by telephone or other oral means at any time, but the convener shall make an explanation at the meeting.
Article 15 all directors and non voting participants shall be notified of the regular meeting ten days before the meeting is held. All directors and non voting participants shall be notified of the interim meeting two days before the meeting, except that the interim meeting of the board of directors shall be held by on-site meeting, telephone or fax in special or emergency circumstances.
Article 16 the company shall prepare meeting notice or data signing form according to the actual situation. Directors or other representatives attending the meeting shall sign for the receipt of the meeting notice or materials. Independent directors shall reply in time when receiving the notice.
Article 17 If a director has attended the meeting and has not raised an objection that he has not received the meeting notice before or at the meeting, he shall be deemed to have given the meeting notice to him.
Section IV pre meeting communication
Article 18 from the issuance of the meeting notice to the convening of the meeting, the Secretary of the board of directors shall be responsible for or organize the communication and contact of all directors present, especially the independent directors, to obtain the opinions or suggestions of the directors on the relevant proposals, and timely convey such opinions or suggestions to the proposer of the proposals, so as to improve the relevant proposals put forward by them. The Secretary of the board of directors shall also timely arrange and supplement the information required by the directors to make corresponding decisions on the contents of the proposal discussed, including the relevant background materials of the meeting topics and other information conducive to the directors to make scientific, rapid and prudent decisions.
Article 19 If more than half of the independent directors believe that the proposal information is incomplete or the demonstration is insufficient, they can jointly propose in writing to the board of directors to postpone the convening of the meeting of the board of directors or the deliberation of the matter, and the board of directors shall adopt it. The director who proposes to suspend voting shall put forward clear requirements for the conditions that should be met when the proposal is submitted for review again.
Article 20 the Secretary of the board of directors shall timely send a notice to the directors, supervisors and non voting personnel after receiving the written request of the joint directors to postpone the opening of the board of directors or postpone some matters discussed by the board of directors.
Section V attendance and presiding over the meeting
Article 21 the meeting of the board of directors shall be held only when more than half of the directors are present.
Article 22 the meeting of the board of directors shall be attended by directors in person. If a director is unable to attend for some reason, he may entrust other directors in writing to attend the meeting on his behalf (if an independent director is unable to attend the meeting in person, he shall entrust other independent directors to attend on his behalf).
The power of attorney shall specify the agent’s name, agency matters, scope of authorization and term of validity, and shall be signed or sealed by the principal. The directors attending the meeting on their behalf shall exercise the rights of directors within the scope of authorization.
Article 23 If the directors cannot attend the meeting in person, they can take new technical means (such as teleconference, videoconference or fax) to attend the meeting and vote. In this case, they are deemed to attend the meeting in person.
Article 24 If an independent director fails to attend the meeting of the board of directors in person for three consecutive times, the board of directors shall request the general meeting of shareholders to replace him.
Article 25 the meeting of the board of directors shall be presided over by the chairman; If the chairman is unable or fails to perform his duties, the vice chairman shall perform his duties; If the vice chairman is unable or fails to perform his duties, a director jointly recommended by more than half of the directors shall perform his duties. After the general election of the board of directors at the general meeting of shareholders, the director who obtains the largest number of consent votes at the general meeting of shareholders (if there are more than one, one of them shall be elected) shall preside over the meeting and elect the chairman and vice chairman of the current board of directors.
Section VI convening of the meeting
Article 26 all directors, supervisors and other relevant personnel approved or invited shall sign in on time. Those who enter halfway must obtain the permission of the meeting host.
Article 27 the chairman of the meeting shall announce the beginning of the meeting at the scheduled time, but the meeting may be announced after the scheduled time when the arrangement of the venue is not completed, the relevant personnel are not present or other major reasons.
Article 28 after announcing the commencement of the meeting, the chairman of the meeting shall report to the participants the attendance of the meeting or the voting of other persons authorized by the directors at the meeting.
Section VII deliberation of proposals
Article 29 after the formal commencement of the meeting, the directors attending the meeting shall first reach an agreement on the agenda. Article 30 after the directors attending the meeting reach an agreement on the agenda, the directors attending the meeting shall consider the proposal. The deliberation of proposals can be carried out item by item or together after reading out.
The meeting shall make necessary explanation, explanation or issue necessary documents on the meeting proposal.
Article 31 with the permission of the chairman of the meeting, the representatives attending the meeting may speak on the spot or at the designated speaker’s desk. When more than one representative requests to speak, the one who signs first shall speak first. If the order cannot be determined, the chairman of the meeting shall designate a representative to speak. Except under special circumstances, the time and number of speeches of representatives attending the meeting are not limited. The chairman of the meeting may announce the adjournment of the meeting halfway when he deems it necessary. Article 32 independent directors shall express independent opinions to the board of directors on the following matters: (I) nomination, appointment and removal of directors;
(II) appointing or dismissing senior managers;
(III) remuneration of directors and senior managers of the company;
(IV) the company’s shareholders, actual controllers and their affiliated enterprises’ existing or new loans or other capital transactions with a total amount of more than 3 million yuan and more than 5% of the company’s recently audited net asset value, and whether the company has taken effective measures to recover the arrears;
(V) matters that independent directors believe may damage the rights and interests of minority shareholders;
(VI) formulation, adjustment, decision-making procedures, implementation and information disclosure of the company’s cash dividend policy, and whether the profit distribution policy damages the legitimate rights and interests of small and medium-sized investors;
(VII) major events that need to be disclosed, such as related party transactions, external guarantees (excluding guarantees for subsidiaries within the scope of consolidated statements), entrusted financial management, external financial assistance, change of purpose of raised funds, independent change of accounting policies of listed companies, investment in stocks and their derivatives, etc; (VIII) major asset restructuring plan and equity incentive plan;
(IX) the company plans to decide that its shares will no longer be traded on the Shanghai Stock Exchange, or apply for trading or transfer on the exchange instead;
(x) other matters stipulated in relevant laws, administrative regulations, departmental rules, normative documents and the articles of association. Independent directors shall express their opinions on the above matters: agree; Reservations and their reasons; Objections and their reasons; Inability to express opinions and its obstacles.
Section VIII voting of proposals
Article 33 when the board of directors deliberates and submits proposals, all directors participating in the meeting must express their opinions of approval, opposition or abstention.
The director who attends the meeting on behalf of the principal shall exercise his rights on behalf of the principal within the scope of authorization. If a director fails to attend a meeting of the board of directors or entrust a representative to attend, he shall be deemed to have waived his voting right at the meeting.
Article 34 A resolution made by the board of directors must be adopted by more than half of all directors; When the board of directors deliberates on the guarantee, it shall not only be approved by more than half of all directors, but also be approved by more than two-thirds of the directors attending the meeting of the board of directors; In addition to being deliberated and approved by more than half of all directors, the transaction of “financial assistance” of the company shall also be deliberated and approved by more than two-thirds of the directors attending the meeting of the board of directors; In the case of the company’s acquisition of shares as required by paragraph (III) of Article 25 and (III) of the articles of association, the company shall attend the meeting of the board of directors.
Article 35 the board of directors may vote by show of hands or voting.
Article 36 Where a director is associated with the enterprise involved in the matters discussed at the board meeting, he shall not exercise the voting right on the matter, nor shall he exercise the voting right on behalf of other directors. The meeting of the board of directors can be held only when more than half of the unrelated directors are present, and the resolutions made at the meeting of the board of directors must be adopted by more than half of the unrelated directors. If the number of unrelated directors attending the board of directors is less than 3, the matter shall be submitted to the general meeting of shareholders for deliberation.
Article 37 after deliberation and voting, the proposal of the meeting shall form a written resolution, which shall take effect after being signed by the directors attending the meeting. If the directors use new technology to participate in the meeting, they shall sign the resolution afterwards.
Article 38 according to relevant regulations, independent directors shall express their opinions on major issues that must be expressed by independent directors. In case of major matters that need to be disclosed, the opinions of independent directors shall be disclosed in time.
Section IX adjournment of the meeting
Article 39 after all the proposals of the meeting have been deliberated, resolutions and circulars have been formed, the chairman of the meeting may announce the dissolution of the meeting.
Article 40 when the meeting cannot be held due to force majeure or other major reasons, the chairman of the meeting may also announce the dissolution of the meeting.
Section X minutes
Article 41 the minutes of the meeting of the board of directors are the formal proof of the resolutions on the matters discussed by the board of directors. The meeting of the board of directors shall make detailed minutes of the matters discussed. The minutes of the board meeting shall include the following contents:
(I) date, place, convener and host of the meeting;
(II) the names of the directors present and the directors (agents) entrusted to attend the board of directors;
(III) agenda of the meeting;
(IV) key points of directors’ speech (if the meeting is held in the form of written proposal, the written feedback of directors shall prevail);
(V) voting method and result of each resolution (the voting result shall indicate the number of votes in favor, against or abstaining).
(VI) signature of directors.
Article 42 the minutes of the meeting shall be in the charge of a special person designated by the Secretary of the board of directors, signed by the directors attending the meeting, the Secretary of the board of directors and the recorder, and kept by the Secretary of the board of directors as the company’s archives for a period of not less than 30 days
