Inner Mongolia Dazhong Mining Co.Ltd(001203)
Rules of procedure of the board of directors
Chapter I purpose
Article 1 in order to further standardize the discussion methods and decision-making procedures of the board of directors of the company, promote the directors and the board of directors to effectively perform their duties, and improve the standardized operation and scientific decision-making level of the board of directors, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Inner Mongolia Dazhong Mining Co.Ltd(001203) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions, Formulate these rules.
Article 2 the statutory functions and powers of the board of directors shall be exercised collectively by the board of directors, and shall not be authorized to be exercised by others, and shall not be changed or deprived by means of the articles of association, resolutions of the general meeting of shareholders, etc. Where other functions and powers of the board of directors stipulated in the articles of association involve major businesses and matters, collective decision-making and approval shall be implemented, and individual or several directors and general managers shall not be authorized to exercise them.
The board of directors authorizes the chairman of the board of directors to exercise some functions and powers of the board of directors when the board of directors is not in session, and the specific authorization content shall not exceed the relevant provisions of the articles of association.
Chapter II daily affairs of the board of directors
Article 3 the company shall have a secretary of the board of directors, and the daily affairs of the board of directors shall be handled by the Secretary of the board of directors.
Article 4 the company has a securities department, and the Secretary of the board of directors can designate personnel of the securities department or securities affairs representative and other relevant personnel to assist them in dealing with the daily affairs related to the company’s securities.
Chapter III regular meetings
Article 5 the meetings of the board of directors are divided into regular meetings and interim meetings.
Article 6 the board of directors shall hold a regular meeting at least once a year in the previous two and a half years.
Article 7 before issuing the notice of convening the regular meeting of the board of directors, the Secretary of the board of directors shall solicit the opinions of each director one by one, preliminarily form the meeting proposal and submit it to the chairman for formulation.
Article 8 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.
Chapter IV provisional meeting
Article 9 under any of the following circumstances, the board of directors shall convene an interim meeting:
(I) shareholders representing more than one tenth of the voting rights propose;
(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 required by relevant regulatory authorities;
(VI) other circumstances stipulated in the articles of association of the company.
Article 10 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 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 fall within the scope of the board of directors’ functions and powers specified in the articles of association of the company, 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 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 11 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 requirements of relevant regulatory authorities.
Chapter V convening and presiding over the meeting
Article 12 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 convene and preside over the meeting.
Article 13 when convening regular and interim meetings of the board of directors, the Secretary of the board of directors shall submit the written meeting notice signed by the Secretary of the board of directors to all directors, supervisors and the general manager by direct delivery, fax, communication, e-mail or other means 10 and 3 days in advance respectively. If it is not delivered directly, it shall also be confirmed by telephone and recorded accordingly. In case of special circumstances that require the board of directors to make a resolution immediately, for the purpose of the interests of the company, the chairman of the board of directors may convene an interim meeting of the board of directors without being limited by the above notice method and time limit, but the convener shall make an explanation at the meeting.
Article 14 the written notice of the meeting shall at least include the following contents:
（1） Date and place of the meeting;
（2） Duration of the meeting;
（3） Causes and topics;
（4） Date of notification.
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 15 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 two days before the original date of the meeting, explaining the situation and the relevant contents and relevant materials of the new proposal. If it is less than two 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. Article 16 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 17 the meeting of the board of directors shall be held only when more than half of the directors are present.
Article 18 supervisors may attend the meetings of the board of directors as nonvoting delegates; The general manager and the Secretary of the board of directors shall attend the meeting 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 19 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) signature and date of the trustor and the trustee.
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 20 restrictions on entrusted attendance and the principles to be followed for entrusted attendance at the meeting of the board of directors: (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 21 the board meeting shall be held on site. If necessary, on the premise of ensuring the directors to fully express their opinions, the meeting can also be held by video, telephone, communication, fax and other means 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.
Chapter VI deliberation procedures and voting of the meeting
Article 22 the chairman of the meeting shall request the directors attending the board meeting to express clear opinions on various proposals one by one.
Article 23 for proposals requiring prior approval of independent directors according to regulations, the chairman of the meeting shall designate an independent director to read out the written approval opinions reached by independent directors before discussing relevant proposals. If a director repeats his speech on the same proposal and his speech exceeds the scope of the proposal, so as to affect the speech of other directors or hinder the normal progress of the meeting, 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.
Article 24 the directors shall carefully read and express their opinions on the basis of independent and prudent information.
Article 25 before the meeting, the directors may ask the company’s securities department, the convener of the meeting, the manager and other senior managers, various special committees, accounting firms, law firms and other relevant personnel and institutions for the information required for decision-making, or suggest to the host that the representatives of the above-mentioned personnel and institutions be invited to attend the meeting to explain the relevant situation.
Article 26 after the proposal has been fully discussed, the host shall timely request the participating directors to vote on the proposal one by one.
Voting at the meeting shall be conducted by one person, one vote, in a registered and written manner.
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 no choice is made or more than two intentions are selected at the same time, the chairman of the meeting shall require the relevant directors to choose again; Those who refuse to choose or leave the venue halfway and do not return without making a choice shall be deemed to have abstained.
Article 27 after the voting of the directors attending the meeting is completed, the Secretary of the board of directors and the relevant staff assisting in their work shall timely collect the voting votes of the directors and make statistics under the supervision of a supervisor or independent director. Article 28 If a meeting is held on site, the chairman of the meeting shall announce the statistical results on the spot; In other cases, the chairman of the meeting shall require the Secretary of the board of directors to notify the directors of the voting results before the next working day after the end of the specified voting time limit. If a director votes after the chairman of the meeting announces the voting results or after the specified voting time limit expires, the voting situation shall not be counted.
Article 29 in addition to the circumstances specified in articles 30 and 31 of these rules, if the board of directors deliberates and adopts the meeting proposal and forms relevant resolutions, more than half of all directors of the company must vote in favour of the proposal.
Article 30 Where laws, administrative regulations and the articles of association of the company stipulate that the board of directors should obtain the consent of more directors to form a resolution, such provisions shall prevail. In accordance with the provisions of the articles of association of the company, the board of directors shall make resolutions on guarantees and financial assistance within its authority. Unless more than half of all directors agree, it must also be approved by more than two-thirds of the directors attending the meeting. In case of any contradiction between the contents and meanings of different resolutions, the resolution formed later in time shall prevail.
Article 31 under the following circumstances, the directors shall withdraw from voting on relevant proposals:
(I) circumstances under which directors should withdraw as stipulated in relevant laws, regulations, rules and other documents;
(II) circumstances that the directors themselves think should be avoided;
(III) other circumstances specified in the articles of association of the company that must be avoided due to the connection between the directors and the enterprise involved in the meeting proposal.
In the case that the directors avoid voting, the relevant board meeting can be held when more than half of the unrelated directors are present, and the formation of a resolution must be passed by more than half of the unrelated directors. If the number of unrelated directors attending the meeting is less than three, they shall not vote on the relevant proposal, but shall submit the matter to the general meeting of shareholders for deliberation.
Article 32 the board of directors shall act in strict accordance with the authorization of the general meeting of shareholders and the articles of association of the company, and shall not form resolutions beyond its authority.
Article 33 If more than half of the directors or two or more independent directors attending the meeting think that the proposal is not clear and specific, or they are unable to judge the relevant matters due to insufficient meeting materials and other reasons, the chairman of the meeting shall request the meeting to suspend the voting on the topic. The directors who propose to suspend voting shall put forward clear requirements for the conditions that should be met when the proposal is submitted for review again.
Chapter VII recording and recording of the meeting
Article 34 the whole process of the board meeting held by telephone shall be recorded.
Article 35 the minutes of the meeting shall include the following contents:
（1） The date and place of the meeting and the name of the convener;
（2） The names of the directors present and the names of the directors (agents) entrusted to attend the board of directors;
（3） Agenda of the meeting;
（4） Key points of directors’ speech;
（5） Voting method and result of each resolution (the voting result shall indicate the number of votes in favor, against or abstaining).
Article 36 in addition to the minutes of the meeting, the Secretary of the board of directors may also arrange the staff of the securities department or other auxiliary personnel of the company to make concise minutes of the meeting, and make resolution records of the resolutions formed by the meeting according to the statistical voting results.
Article 37 the directors attending the meeting shall sign and confirm the minutes, minutes and resolutions of the meeting on behalf of themselves and the directors entrusted to attend the meeting on their behalf. If a director has different opinions on the minutes, minutes or resolutions of the meeting, he may make a written explanation when signing. When necessary, it shall report to the regulatory authority in time, or make a public statement.
If a director fails to sign for confirmation in accordance with the provisions of the preceding paragraph, does not make a written explanation of his different opinions, or reports to the regulatory authority or makes a public statement, he shall be deemed to have fully agreed with the contents of the minutes, minutes and resolutions of the meeting. Chapter VIII announcement
Article 38 the resolutions of the board of directors shall be announced in accordance with laws and regulations.
The announcement of the resolution of the board of directors shall be handled by the Secretary of the board of directors in accordance with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange. Before the announcement of the resolution is disclosed, the attending directors, non voting participants, records and service personnel shall be obliged to keep the contents of the resolution confidential.
Chapter IX implementation of resolutions
Article 39 The chairman of the board of directors shall supervise and urge relevant personnel to implement the resolutions of the board of directors, inspect the implementation of the resolutions, and report the implementation of the formed resolutions at the subsequent meeting of the board of directors.
Chapter X preservation of Archives
Article 40 the meeting archives of the board of directors, including the meeting notice and meeting materials, the meeting attendance book, the power of attorney of the directors to attend the meeting on their behalf, the meeting recording materials, voting votes, the meeting minutes signed and confirmed by the directors attending the meeting, the meeting minutes, resolutions, resolution announcements, etc., shall be kept by the Secretary of the board of directors. The archives of the board meeting shall be kept for more than ten years.
