Shandong Delisi Food Co.Ltd(002330)
Rules of procedure of the board of directors
Chapter I General Provisions
Article 1 in order to clarify the responsibilities and authorities of the board of directors of Shandong Delisi Food Co.Ltd(002330) (hereinafter referred to as the “company”), standardize the organization and behavior of the board of directors, and ensure the work efficiency and scientific decision-making of the board of directors, these rules are formulated in accordance with the provisions of the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the Shandong Delisi Food Co.Ltd(002330) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the board of directors is the permanent body of the company, which is responsible for the general meeting of shareholders, implementing the resolutions of the general meeting of shareholders, safeguarding the interests of the company and all shareholders, and making decisions on the development objectives and major business activities of the company.
Chapter II directors
Article 3 directors shall be natural persons. Under any of the following circumstances, he cannot serve as a director of the company: (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 general 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(IV) having served as the legal representative of a company or enterprise whose business license has been revoked or ordered to close down due to violation of law, and having personal responsibility, less than 3 years have elapsed since the date of revocation of the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 contents 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. In case of any circumstance under this article during the term of office of a director, the company shall remove him from his post.
Article 4 the members of the board of directors may include representatives of the employees of the company. The employee representatives in the board of directors shall be democratically elected by the employees of the company through the employee congress.
Article 5 directors shall be elected or replaced by the general meeting of shareholders, and may be removed by the general meeting of shareholders before the expiration of their term of office. The term of office of each director is three years. Upon expiration of the term of office, the director can be re elected.
The term of office of the directors shall be calculated from the date of taking office 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 as a director in accordance with laws, administrative regulations, departmental rules and the articles of association before the re elected director takes office.
The date of appointment of a director shall be the date when the resolution of the general meeting of shareholders is adopted.
Article 6 a director may be concurrently held by the general manager or other senior managers, but the total number of directors holding the post of general manager or other senior managers and directors held by employee representatives shall not exceed 1 / 2 of the total number of directors of the company.
Article 7 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) it shall not violate 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 on transactions 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 by 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 8 the directors shall abide by laws, administrative regulations and the articles of association, and bear the following obligations of diligence to the company:
(I) exercise the rights conferred by the company carefully, seriously and diligently to ensure that the company’s business behavior meets the requirements of national laws, administrative regulations and national economic policies;
(II) all shareholders should be treated fairly;
(III) timely understand the business operation and management of the company;
(IV) it shall sign written confirmation opinions on the company’s securities issuance documents and periodic reports. Ensure that the company discloses information in a timely and fair manner and that the information disclosed is true, accurate and complete;
(V) 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;
(VI) other duties of diligence stipulated by laws, administrative regulations, departmental rules and the articles of association.
Article 9 If a director fails to attend the meeting of the board of directors in person or entrust other directors to attend the meeting of the board of directors for two consecutive times, he shall be deemed to be unable to perform his duties, and the board of directors shall recommend the general meeting of shareholders to replace him. Under any of the following circumstances, the directors shall make a written explanation and disclose to the public:
(I) fail to attend the board meeting in person for two consecutive times;
(II) during the term of office, the number of meetings of the board of directors not attended in person for 12 consecutive months exceeds half of the total number of meetings of the board of directors during that period.
Article 10 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.
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 11 when the resignation of a director becomes effective or his term of office expires, he shall complete all handover procedures to the board of directors, and his obligation to keep the company’s business secrets confidential shall remain valid after the end of his term of office until the secrets become public information. The duration of other obligations shall be determined in accordance with the principle of fairness, depending on the length of time between the occurrence of the event and departure, as well as the circumstances and conditions under which the relationship with the company ends.
Article 12 no director may act on behalf of the company or the board of directors in his own name without the provisions of the articles of association or the legal authorization of the board of directors. 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 13 a director whose term of office has not ended shall be liable for compensation for the losses of the company caused by his unauthorized resignation.
Article 14 Where a director violates the provisions of laws, administrative regulations, departmental rules or the articles of association when performing his duties and causes losses to the company, he shall be liable for compensation.
Chapter III composition and powers of the board of directors
Article 15 the company has a board of directors, which is responsible for the general meeting of shareholders. The board of Directors consists of nine directors, with one chairman and one vice chairman.
Article 16 the board of directors shall establish an audit committee and set up relevant special committees on strategy, nomination, remuneration and assessment as needed. 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.
Article 17 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) 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 major acquisitions, repurchases of the company’s shares or mergers, divisions and dissolution of the company; (VIII) decide on foreign investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, related party transactions and external donations within the scope of the articles of association and the authorization of the general meeting of shareholders; (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; 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 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 conferred by laws, administrative regulations, departmental rules or the articles of association, as well as by the general meeting of shareholders.
The board of directors exercises the above functions and powers by convening a meeting of the board of directors for deliberation and decision, and forming a resolution of the board of directors before implementation. Matters beyond the scope authorized by the general meeting of shareholders shall be submitted to the general meeting of shareholders for deliberation.
Article 18 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 19 the board of directors shall determine the decision-making authority on foreign investment, acquisition and sale of assets, asset mortgage, foreign guarantee, entrusted financial management, related party transactions and foreign loans, 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.
Unless otherwise specified in relevant laws, administrative regulations, departmental rules, normative documents, business rules of Shenzhen Stock Exchange, articles of association and these rules, if the transaction fails to meet the standard to be submitted to the board of directors for deliberation, the general manager of the company may review and decide on the matter.
Chapter IV Chairman
Article 20 the chairman of the board of directors of the company shall be elected and removed by more than half of all directors. Article 21 the chairman 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) 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;
(VI) 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; (VII) other functions and powers authorized by the board of directors.
Article 22 the vice chairman of the company shall assist the chairman in his work. 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.
Chapter V Office of the board of directors
Article 23 the board of directors shall set up an office under the board of directors to handle the daily affairs of the board of directors.
Article 24 the board of directors shall have a secretary of the board of directors. The Secretary of the board of directors is the senior manager of the company, who 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, the handling of information disclosure, the registration and filing of insiders of the company and other matters. The Secretary of the board of directors also serves as the head of the office of the board of directors and keeps the seals of the board of directors and the office of the board of directors. The Secretary of the board of directors may designate securities affairs representatives and other relevant personnel to assist them in handling their daily affairs.
The Secretary of the board of directors shall abide by the relevant provisions of laws, administrative regulations, departmental rules and the articles of association.
Article 25 the Secretary of the board of directors shall be nominated by the chairman and appointed or dismissed by the board of directors. Directors or other senior managers of the company may concurrently serve as the Secretary of the board of directors of the company.
Article 26 the Secretary of the board of directors shall have the professional knowledge of finance, management and law necessary for performing his duties, and have good professional ethics and personal quality. A person under any of the following circumstances shall not serve as the Secretary of the board of directors;
(I) under any of the circumstances specified in Article 146 of the company law;
(II) less than three years have elapsed since the last administrative penalty imposed by the CSRC;
(III) having been publicly condemned by the stock exchange or criticized in more than three circulars in the past three years;
(IV) the current supervisor of the company;
(V) certified public accountants of accounting firms and lawyers of law firms employed by the company;
(VI) other circumstances under which the stock exchange determines that it is not suitable to serve as the Secretary of the board of directors.
Article 27 the main responsibilities of the Secretary of the board of directors are:
(I) be responsible for the company’s information disclosure, coordinate the company’s information disclosure, organize the formulation of the company’s information disclosure management system, and urge the company and relevant information disclosure obligors to abide by the relevant provisions of information disclosure;
(II) be responsible for the management of investor relations and shareholder information of the company, and coordinate the information communication between the company and securities regulatory authorities, shareholders and actual controllers, sponsors, securities service institutions, media, etc; (III) organize and prepare the general meeting of shareholders and the meeting of the board of directors, participate in the general meeting of shareholders, the meeting of the board of directors, the meeting of the board of supervisors and relevant meetings of senior managers, and be responsible for the minutes of the meeting of the board of directors and sign it;
(IV) be responsible for the confidentiality of the company’s information disclosure, and timely report and announce to Shenzhen Stock Exchange in case of disclosure of undisclosed major information;
