Henan Liliang Diamond Co.Ltd(301071)
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 Henan Liliang Diamond Co.Ltd(301071) (hereinafter referred to as “the company” or “the company”), standardize the discussion methods and decision-making procedures of the board of directors of the company, promote the directors and the board of directors of the company to effectively perform their duties, and improve the standard operation and scientific decision-making level of the board of directors of the company, 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, the governance standards of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the Henan Liliang Diamond Co.Ltd(301071) articles of Association (hereinafter referred to as the “articles of association”) ）These rules are formulated in combination with the actual situation of the company.
Article 2 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.
Chapter II organizational structure of the board of directors
Article 3 the company shall have a secretary of the board of directors, who shall be appointed by the board of directors. The Secretary of the board of directors is responsible for the preparation and document custody of the general meeting of shareholders and the meeting of the board of directors, the management of the company’s shareholder information, handling information disclosure, investor relations and other matters. 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 comply with the relevant provisions of laws, administrative regulations, departmental rules, normative documents, the articles of association and the working rules of the Secretary of the board of directors of the company.
Article 4 the board of directors has a securities affairs department to handle the daily affairs of the board of directors.
The Secretary of the board of directors or the securities affairs representative shall also be the head of the securities affairs department and keep the seals of the board of directors and the securities affairs department. The Secretary of the board of directors may designate securities affairs representatives and other relevant personnel to assist them in handling their daily affairs. Chapter III proposal of the board of directors
Article 5 unless otherwise specified in the articles of association, shareholders, members of the board of directors, the general manager and the board of supervisors who individually or jointly hold more than 3% of the shares of the company may put forward proposals to the board of directors of the company.
Article 6 the proposal of the board of directors shall meet the following conditions:
(I) the content does not conflict with the provisions of laws, regulations, rules, normative documents and the articles of association, and belongs to the scope of responsibilities of the board of directors;
(II) there are clear topics and specific resolutions.
Article 7 if the proposal put forward by the proposer falls within the scope of the responsibilities of the special committee of the board of directors, it shall be considered by the special committee of the board of directors before it can be submitted to the board of directors for consideration.
Article 8 before issuing the notice of convening the regular meeting of the board of directors, the securities affairs department shall fully solicit the opinions of all directors, preliminarily form the meeting proposal and submit it to the chairman for formulation.
The chairman of the board of directors shall solicit the opinions of the general manager and other senior managers as necessary before formulating a proposal. Article 9 except that the shareholders and the board of supervisors who individually or jointly hold more than 3% of the company’s shares shall put forward the proposal of the interim Board of directors when they propose to convene the interim Board of directors, all other proposals to the board of directors shall be submitted to the Secretary of the board of directors 10 days before the convening of the board of directors, and the Secretary of the board of directors shall submit the proposal to the chairman to decide whether to be included in the proposal of the board of directors. If the chairman fails to include the proposal submitted by the proposer in the deliberation proposal of the board of directors, the chairman shall explain the reasons to the proposer. If the proposer disagrees, the board of directors shall decide whether to include it in the deliberation proposal by more than half of all directors.
Article 10 the following matters that need to be considered by the board of directors can be submitted to the board of directors for consideration in the following ways:
(I) the annual development plan and production and operation plan of the company shall be organized and drafted by the general manager, and then proposed by the chairman to the board of directors;
(II) the financial budget and final accounts of the company shall be formulated by the chief financial officer in conjunction with the general manager, and then proposed by the chairman to the board of directors;
(III) the company’s profit distribution and loss recovery plan shall be jointly formulated by the chief financial officer, the general manager and the Secretary of the board of directors, and then proposed by the general manager to the board of directors.
(IV) the proposal involving the company’s external guarantee and loan scheme shall include the guarantee or loan amount, the basic information and financial status of the guaranteed party, the purpose of the loan, guarantee period, guarantee method, loan period, impact on the company’s financial structure, etc.
Article 11 the chairman of the board of directors and the general manager of the company shall, according to the deliberation results of the nomination committee, submit proposals on the appointment and removal of the company’s personnel to the board of directors in accordance with their authority, and the independent directors shall express their independent opinions on the appointment and removal of directors and senior managers to the board of directors.
Article 12 the general manager shall be responsible for drafting proposals on the internal structure and basic management system of the company and submitting them to 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.
The board of directors shall hold regular meetings at least twice a year.
Article 14 under any of the following circumstances, the board of directors shall convene an interim meeting:
(I) when shareholders representing more than 1 / 10 of the voting rights propose;
(II) when more than 1 / 3 of the directors jointly propose;
(III) when more than 1 / 2 of the independent directors propose;
(IV) when proposed by the board of supervisors;
(V) when the chairman considers it necessary;
(VI) when proposed by the general manager;
(VII) when required by the securities regulatory authority;
(VIII) other circumstances stipulated by laws, regulations, rules, normative documents and the articles of association.
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.
Article 15 Where an interim meeting of the board of directors is proposed in accordance with Article 14 of these rules, a written proposal signed (sealed) by the proposer shall be submitted to the chairman through 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 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.
Article 16 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 elected by more than half of the directors shall convene and preside over the meeting.
Chapter V notice of board meeting
Article 17 when convening regular and interim meetings of the board of directors, the securities affairs department shall submit the written notice of the meeting to all directors and supervisors, the general manager and the Secretary of the board of directors by means of personal delivery, fax, mail, e-mail and announcement 10 and 3 days in advance respectively.
The meeting may be held as soon as possible by the convener of the board meeting or by telephone, but the notice shall be recorded in the minutes of the meeting in case of emergency, but shall not be limited by the time limit of the meeting.
Article 18 the written meeting notice of the board of directors shall at least include the following contents:
(I) date and place of the meeting;
(II) duration of the meeting;
(III) reasons and topics;
(IV) meeting form;
(V) date of notice.
The notice of oral meeting shall at least include the contents of items (I) and (III) above, as well as the explanation of convening the interim meeting of the board of directors as soon as possible under special or urgent circumstances.
Article 19 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 2 days before the original date of the meeting to explain the situation and the relevant contents and materials of the new proposal. If it is less than 2 days, the date of the meeting shall be postponed accordingly, or the meeting shall be held on the original date after obtaining the written 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 20 when the company holds a meeting of the board of directors, the board of directors shall notify all directors in advance at the time specified in this chapter, provide sufficient meeting materials, including all information, data and materials required by the directors to vote on the proposal, such as the relevant background materials of the meeting topics, the prior approval of independent directors, and timely respond to the inquiries raised by the directors, Supplement relevant meeting materials according to the requirements of the directors before the meeting.
Article 21 the meeting of the board of directors shall be held only when more than half of the directors are present. A resolution made by the board of directors must be adopted by more than half of all directors.
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 22 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:
(1) the name and ID number of the trustor and the trustee;
(II) reasons why the client cannot attend the meeting;
(III) brief comments of the client on each proposal;
(IV) the scope of authorization of the trustor and instructions on the voting intention of the proposal;
(V) the term of validity of the entrustment;
(VI) signature (seal) and date of the trustor and the trustee.
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. If a director fails to attend the 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 23 entrustment and entrustment to attend 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) a director shall not fully entrust other directors to attend on his behalf without stating his personal opinions and voting intention on the proposal, and the relevant directors shall not accept the entrustment with full authorization and unclear 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 24 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 a director participates in the board of directors through the above other means, he shall be deemed to be present.
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 25 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 board meeting shall not vote on the proposal not included in the meeting notice. The proxy of the board of directors who fails to attend the meeting shall not be included in the notice of other directors’ meeting.
Article 26 the directors shall carefully read the relevant meeting materials and express their opinions independently and prudently on the basis of full understanding of the situation.
Before the meeting, the directors may ask the securities affairs department, the convener of the meeting, the general manager and other senior managers, various special committees, accountants, lawyers and other relevant personnel and institutions for the information required for decision-making, or suggest to the moderator that the representatives of the above personnel and institutions be invited to attend the meeting to explain the relevant situation.
Proposals or matters that need to be voted on on the agenda of the meeting shall be carefully considered and discussed before voting. Directors can speak freely or express their opinions in writing.
Article 27 after full discussion of each proposal, the chairman shall timely submit it to the directors attending the meeting for voting.
One person, one vote shall be adopted for voting at the meeting, and the written voting method of filling in the voting votes or the voting method of raising hands can be adopted. On the premise of ensuring that the directors can fully express their opinions, the interim meeting of the board of directors can vote and make resolutions by fax, e-mail, fax and signature of the draft resolution of the board of directors, telephone or video conference, which shall be signed by the participating directors.
The voting intentions of directors are divided into consent, objection and waiver. The directors attending the meeting shall choose one of the above intentions. If they fail to choose or choose more than two intentions at the same time, the chairman of the meeting shall require the relevant directors to choose again. If they refuse to choose, they shall be deemed to have abstained; Those who leave the venue halfway and do not return without making a choice shall be deemed to have abstained. Article 28 If the board of directors votes by filling in the voting votes, the Secretary of the board of directors shall be responsible for organizing the preparation of the voting votes of the board of directors. The voting vote shall at least include the following contents:
(I) the session, time and place of the board of directors;
(II) the name of the director;
(III) matters to be considered and voted on;
(III) instructions on the way of voting for, against and abstaining;
(IV) other items that need to be recorded.
The voting votes shall be distributed to the directors attending the meeting before the voting, and shall be recovered in time after the voting is completed. The voting votes shall be kept as the company’s archives by the Secretary of the board of directors in accordance with the relevant provisions of the company’s archives system for a period of 10 years.
A director entrusted by other directors to vote on his behalf shall hold one vote on behalf of the entrusted director in addition to holding one vote on his own, and indicate “by a certain director” in the column of the name of the director on the vote
