Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) rules of procedure of the board of directors
March, 2002
Chapter I General Provisions
Article 1 in order to further standardize the discussion methods and decision-making procedures of the board of directors of Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) (hereinafter referred to as “the company”), promote the directors and the board of directors to effectively perform their duties, and ensure the standardized, efficient operation and prudent 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 securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), the guidelines for the governance of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem (hereinafter referred to as the GEM Listing Rules), the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (hereinafter referred to as the gem normative guidelines), and other laws These rules are formulated in accordance with the provisions of laws and regulations, normative documents and Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the company shall establish a board of directors according to law. The board of directors is the operation decision-making body of the company. In accordance with the company law and other relevant laws, regulations and the articles of association, the board of directors operates and manages the company’s corporate property and is responsible for the general meeting of shareholders.
The board of directors treats all shareholders fairly and pays attention to the legitimate rights and interests of other stakeholders.
Chapter II composition and subordinate institutions of the board of directors
Article 3 the board of directors is composed of 9 directors, including 3 independent directors and 1 Chairman. Independent directors shall include at least one accounting professional (accounting professional refers to the person with senior professional title or certified public accountant qualification). The board of directors shall have a reasonable professional structure, and the members of the board of directors shall have the knowledge, skills and quality necessary for performing their duties.
Article 4 the working rules of independent directors shall be formulated separately by the board of directors.
Article 5 the board of directors shall establish remuneration and assessment committee, nomination committee, audit committee, strategy and Investment Committee and other special committees as required and on the premise of complying with relevant laws and administrative regulations. Each special committee shall formulate working rules to stipulate the composition, functions and powers, procedures and other related matters of the committee, which shall be deliberated and approved by the board of directors.
The members of the special committee are three. Among them, the independent directors of the audit committee, nomination committee and remuneration and assessment committee shall account for the majority and act as the convener. The convener of the audit committee shall be an accounting professional. Article 6 the company has a securities affairs department to handle the daily affairs of the board of directors. The company appoints the Secretary of the board of directors as the senior management of the company and is responsible to the board of directors.
The Secretary of the board of directors is 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. The Secretary of the board of directors shall abide by the relevant provisions of laws, administrative regulations, departmental rules and the articles of association. The working rules of the Secretary of the board of directors shall be formulated separately by the board of directors of the company. While appointing the Secretary of the board of directors, the company appoints the securities affairs representative to assist the Secretary of the board of directors in performing his duties. The Secretary of the board of directors organizes and manages the work of the securities affairs representative and the securities affairs department. When the Secretary of the board of directors is unable to perform his duties, the securities affairs representative shall exercise his rights and perform his duties. During this period, the Secretary of the board of directors shall not be exempted from the responsibility of the company’s information disclosure firm.
Chapter III functions and powers of the board of directors
Article 7 the board of directors shall conscientiously perform its duties stipulated in relevant laws, regulations and the articles of association, ensure that the company complies with the provisions of laws, regulations and the articles of association, treat all shareholders fairly, and pay attention to the interests of other stakeholders.
Article 8 the board of directors shall exercise the following functions and powers:
(I) convene the general meeting of shareholders and report to the general meeting of shareholders;
(II) implement the resolutions of the general meeting of shareholders;
(III) decide on 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) draw up plans for the company’s major acquisition, acquisition of the company’s shares, merger, division, dissolution and change of company form;
(VIII) within the scope authorized by the general meeting of shareholders, decide on the company’s external investment, acquisition and sale of assets, external borrowing, 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) decide on the appointment or dismissal of the general manager, the 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, financial director and other senior managers, as well as 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.
Article 9 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.
In addition to the external guarantees required by the articles of association to be submitted to the general meeting of shareholders for deliberation and approval, other external guarantees shall be deliberated and approved by the board of directors. The external guarantee that should be examined and approved by the board of directors must be examined and approved by more than two-thirds of the directors present at the board of directors and by more than two-thirds of all independent directors. The external guarantee approved by the general meeting of shareholders as stipulated in the articles of association must be reviewed and approved by the board of directors before it can be submitted to the general meeting of shareholders for deliberation and approval. Without the deliberation and approval of the board of directors or the general meeting of shareholders, the company shall not provide external guarantee.
Article 10 the board of directors of the company shall explain the non-standard audit opinions issued by certified public accountants on the company’s financial reports to the general meeting of shareholders.
Article 11 the chairman of the board of directors of the company shall be elected and removed by more than half of all directors. Article 12 the chairman of the board of directors shall exercise the following functions and powers:
(I) preside over the general meeting of shareholders and convene and preside over the meetings of the board of directors;
(II) supervise and inspect the implementation of the resolutions of the board of directors;
(III) other functions and powers authorized by the board of directors.
If more than one of the directors elected by the chairman of the board of directors is unable to perform their duties, one or two of them shall be elected by the chairman of the board of directors. Chapter IV convening of board meeting
Article 13 the meetings of the board of directors are divided into regular meetings and interim meetings.
Article 14 the board of directors shall hold a regular meeting at least once a year.
Article 15 before issuing the notice of convening the regular meeting of the board of directors, the Secretary of the board of directors and the securities affairs representative shall solicit the opinions of all directors as necessary, preliminarily form the meeting proposal and submit it to the chairman for formulation.
Article 16 under any of the following circumstances, the chairman of the board of directors shall convene and preside over the interim meeting of the board of directors within 10 days after receiving the proposal or the request of the securities regulatory department:
(I) when the chairman considers it necessary;
(II) when more than one-third of the directors jointly propose;
(III) when proposed by the board of supervisors;
(IV) when more than half of the independent directors propose;
(V) when proposed by the general manager;
(VI) when shareholders representing more than one tenth of the voting rights propose;
(VII) when required by the securities regulatory authority;
(VIII) other circumstances stipulated in the articles of association.
Article 17 Where an interim meeting of the board of directors is proposed in accordance with the provisions of the preceding article, a written proposal signed (sealed) by the proposer shall be submitted to the chairman through the Secretary of the board of directors, the securities affairs representative and the Department personnel of the securities affairs 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 or time limit, 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 proposals and relevant materials, the Secretary of the board of directors, the securities affairs representative and the personnel of the securities affairs department shall transmit them to the chairman of the board of directors on the same day. If the chairman believes that the content of the proposal is unclear, 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 or the request of the securities regulatory authority.
Article 18 the meeting of the board of directors shall be convened and presided over by the chairman; If the chairman is unable or fails to perform his duties, a director jointly recommended by more than half of the directors shall perform his duties.
Article 19 when convening regular and interim meetings of the board of directors, the Secretary of the board of directors shall organize the securities affairs representative and other relevant personnel of the securities affairs department to submit the written notice of the meeting to all directors and supervisors, the general manager and the Secretary of the board of directors by direct delivery, fax, e-mail or other means 10 and 5 days in advance respectively. If it is not delivered directly, it shall also be confirmed by telephone and recorded accordingly.
In case of emergency, if it is necessary to convene an interim meeting of the board of directors as soon as possible, the meeting notice may be sent by telephone or other oral means at any time, but the convener shall make an explanation at the meeting.
Article 20 the written notice of the meeting shall at least include the following contents:
(I) time and place of the meeting;
(II) convening method of the meeting;
(III) matters to be considered (meeting proposal);
(IV) the convener and moderator of the meeting, the proposer of the interim meeting and their written proposals;
(V) meeting materials necessary for directors’ voting;
(VI) requirements that directors should attend the meeting in person or entrust other directors to attend the meeting on their behalf;
(VII) contact person and contact information.
The notice of oral meeting shall at least include the contents of items (I) and (II) above, as well as the statement that it is urgent to convene an interim meeting of the board of directors as soon as possible.
Article 21 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 three 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 three 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, place and other matters of the meeting or add, change or cancel the proposal of the meeting, it shall obtain the approval of all directors attending the meeting in advance and make corresponding records.
Article 22 the meeting of the board of directors shall be held only when more than half of the directors are present. When the relevant directors refuse to attend or are lazy to attend the meeting, resulting in failure to meet the minimum number of people required for the meeting, the chairman and the Secretary of the board of directors shall report to the regulatory authority in time.
Supervisors may attend the meetings of the board of directors as nonvoting delegates; If the general manager and the Secretary of the board of directors do not concurrently serve as directors, they shall attend the meetings of the board of directors as nonvoting delegates. If the chairman of the meeting deems it necessary, he may notify other relevant personnel to attend the meeting of the board of directors as nonvoting delegates. Article 23 in principle, directors shall attend the meeting of the board of directors in person. If he is unable to attend the meeting for some reason, he shall review the meeting materials in advance, form a clear opinion, and entrust other directors in writing to attend the meeting on his behalf. The power of attorney shall state:
(I) the names of the trustor and the trustee;
(II) brief comments of the client on each proposal;
(III) the scope of authorization of the trustor and instructions on the voting intention of the proposal;
(IV) signature and date of the client.
If other directors are entrusted to sign written confirmation opinions on behalf of the regular report, special authorization shall be made in the power of attorney.
The entrusted director shall submit a written power of attorney to the chairman of the meeting and explain the entrusted attendance on the attendance book of the meeting.
Article 24 with regard to the restriction of entrusted attendance, entrusted and entrusted attendance at the meeting of the board of directors shall follow the following principles:
(I) when considering related party transactions, non related directors shall not entrust related directors to attend on their behalf; Affiliated directors shall not accept the entrustment of non affiliated directors;
(II) independent directors shall not entrust non independent directors to attend on their behalf, and non independent directors shall not accept the entrustment of independent directors;
(III) if voting matters are involved, the trustor shall clearly express his consent, objection or abstention on each matter in the power of attorney. Directors shall not make or accept entrustment without voting intention, full authorization or entrustment with unclear scope of authorization;
(IV) a director shall not accept the entrustment of more than two directors, nor shall a director entrust a director who has accepted the entrustment of two other directors to attend on his behalf.
Article 25 the board meeting shall be held on site. If necessary, on the premise of ensuring that the directors can fully express their opinions, the meeting can also be held by video, telephone, fax or e-mail voting with the consent of the convener (host) and the proposer. The meeting of the board of directors can also be held at the same time as other methods.
If the meeting is not held on site, the number of directors attending the meeting shall be calculated by video showing the directors present, the directors who express their opinions in the teleconference, the effective voting votes such as fax or email actually received within the specified time limit, or the written confirmation letter submitted by the directors who have participated in the meeting afterwards.
Article 26 the chairman of the meeting shall request the directors attending the board meeting to express clear opinions on various proposals.
For proposals that require prior approval of independent directors according to regulations, the meeting host shall designate an independent director to read out the written approval opinions reached by independent directors before discussing relevant proposals.
If a director obstructs the normal progress of the meeting or affects the speeches of other directors, the chairman of the meeting shall stop it in time. Unless unanimously agreed by all directors present at the meeting, the meeting of the board of directors shall not
