Guangxi Liugong Machinery Co.Ltd(000528) rules of procedure of the board of directors
(revised in December 2021)
catalogue
Chapter I General Provisions two
Chapter II composition and responsibilities of the board of Directors Chapter III Chairman Chapter IV convening and presiding over the meeting Chapter V proposal and review of meeting proposals Chapter VI notice of meeting nine
Chapter VII entrustment ten
Chapter VIII convening of the board meeting Chapter IX deliberation of proposals 12 Chapter X voting at the meeting Chapter XI deliberation and voting on related party transactions Chapter 12 decision making procedures for personnel, foreign investment, credit and guarantee Chapter XIII minutes and resolutions of the meeting seventeen
Chapter 14 responsibility eighteen
Chapter XV Supervision nineteen
Chapter 16 Supplementary Provisions nineteen
Chapter I General Provisions
Article 1 in order to standardize the convening and voting procedures of the board of directors, ensure that the board of directors implements the resolutions of the general meeting of shareholders, improve work efficiency and ensure scientific decision-making, 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 articles of association of listed companies, the stock listing rules of Shenzhen stock exchange and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange These rules of procedure are formulated in accordance with the provisions of relevant laws, regulations, rules, normative documents and the Guangxi Liugong Machinery Co.Ltd(000528) articles of Association (hereinafter referred to as the "articles of association") and in combination with the actual situation of the company.
Article 2 the board of directors is the decision-making body of the company's operation and management, operates and manages the company's legal person property within the scope of authorization of laws, administrative regulations and the articles of association, protects the interests of the company and all shareholders, performs the duties of making strategies, making decisions and preventing risks, and is responsible to the general meeting of shareholders.
Article 3 the board of directors, its members and special committees shall be formed and exercise their functions and powers in accordance with laws, administrative regulations and the articles of association.
Chapter II composition and responsibilities of the board of directors
Article 4 the board of directors is composed of 11 directors, with one chairman and one to two vice chairmen. The board of directors shall include at least one-third of independent directors.
Article 5 the directors of the company may be held by employee representatives, and the number of employee representatives as directors is one. The staff and workers of the company shall be democratically elected through the staff and workers' Congress, the staff and workers' Congress or other forms.
Article 6 the board of directors shall exercise the following authorities:
(i) Convene the general meeting of shareholders and report to the general meeting of shareholders;
(2) Implement the resolutions of the general meeting of shareholders;
(3) Determine the company's business plan, investment plan, medium and long-term development plan and strategy;
(4) Formulate the company's annual financial budget plan and final account plan;
(5) Formulate the company's profit distribution plan and loss recovery plan;
(6) Formulate the company's plans for increasing or reducing registered capital, issuing bonds or other securities and listing;
(7) To formulate plans for the company's major acquisition, acquisition of the company's shares, merger, division, dissolution and change of company form;
(8) Within the scope authorized by the general meeting of shareholders, decide on the company's foreign investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, related party transactions, etc;
(9) Decide on the establishment of the company's internal management organization;
(10) Appoint or dismiss the consultant of the board of directors, the chief executive officer (CEO), the president and the Secretary of the board of directors; appoint or dismiss the president (CEO) of the company according to the nomination of the CEO (except for CEO), senior vice president, vice president, financial director and other senior managers, and determine the remuneration standards, rewards and punishments of the above personnel;
(11) Formulate the company's basic management systems for labor, personnel, finance, energy, materials, production, technology, quality, sales and administration;
(12) Formulate the amendment plan of the articles of Association;
(13) Manage the company's information disclosure;
(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 company's CEO and check the work of the CEO;
(16) Decide on the acquisition of the company's shares under the circumstances specified in items (3), (5) and (6) due to the error of the articles of Association;
(17) Other functions and powers granted by laws, administrative regulations, the articles of association and the general meeting of shareholders.
When deciding on major issues of the company, the board of directors shall listen to the opinions of the Party committee of the company in advance. If the matters considered by the board of directors involve legal issues, the general counsel shall attend the meeting as nonvoting delegates and put forward legal opinions.
Article 7 the board of directors of the company shall establish an audit committee, a strategy committee, a nomination committee and a remuneration and assessment committee. 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 committees and standardizing the operation of the special committees.
Article 8 the board of directors of the company shall explain to the shareholders' meeting the non-standard audit opinions issued by the certified public accountant on the company's financial report.
Article 9 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 and regulations, treat all shareholders fairly, and pay attention to the interests of other relevant stakeholders.
Article 10 the general meeting of shareholders of the company shall, in accordance with laws, administrative regulations, departmental rules and other relevant provisions and in accordance with the principle of prudent authorization, authorize the board of directors to use and dispose of the company's funds and assets as follows:
(i) Review and approve the purchase and sale of major assets within 12 consecutive months that do not reach 30% of the company's latest audited total assets (excluding the purchase of raw materials, fuel and power, and the sale of products, commodities and other assets related to daily operation, but still including the purchase and sale of such assets involved in asset replacement).
(2) Review and approve the company's transactions that fail to meet any of the following standards (except for the company's granting of cash assets, providing guarantees and simply reducing the company's obligations):
1. The total assets involved in the transaction account for more than 50% of the company's total assets audited in the latest period. If the total assets involved in the transaction have both book value and assessed value, the higher one shall be taken as the calculation data;
2. The relevant operating revenue of the subject matter of the transaction (such as equity) in the latest fiscal year accounts for more than 50% of the audited operating revenue of the company in the latest fiscal year, and the absolute amount exceeds 50 million yuan;
3. The net profit related to the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 5 million yuan;
4. The transaction amount (including debts and expenses) of the transaction accounts for more than 50% of the company's latest audited net assets, and the absolute amount exceeds 50 million yuan;
5. The profit generated from the transaction accounts for more than 50% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 5 million yuan;
6. Derivative investment that exceeds 10% of the company's latest audited net assets for non hedging purposes or not as a simple risk hedging tool.
The transactions mentioned above include but are not limited to: purchase or sale of assets Foreign investment (including entrusted financial management, entrusted loan, investment in subsidiaries, etc.), providing financial assistance, providing guarantee, renting in or renting out assets, and signing management contracts (including entrusted operation, entrusted operation, etc.), donated or donated assets, creditor's rights or debt restructuring, transfer of research and development projects, and signing of license agreements. The aforementioned purchase or sale of assets does not include the purchase of raw materials, fuel and power, as well as the sale of products, commodities and other assets related to daily operation, but the purchase and sale of such assets are still included in the asset replacement 。
(3) Related party transactions in which the transaction amount between the company and related parties does not reach 5% of the absolute value of the company's latest audited net assets or does not exceed 30 million yuan (except for cash assets and guarantee provided by the company).
(4) Loans accounting for less than 50% of the company's audited operating revenue or less than 100% of the net asset value in the latest fiscal year.
(5) The board of directors of the company has the right to approve external guarantees that fail to meet any of the following standards and disclose them in time: 1. Guarantees with a single guarantee amount exceeding 10% of the company's latest audited net assets;
2. Any guarantee provided after the total external guarantee of the company and its holding subsidiaries exceeds 50% of the company's latest audited net assets;
3. Guarantee provided for guarantee objects with asset liability ratio exceeding 70%;
4. The guarantee amount exceeds 30% of the company's latest audited total assets within 12 consecutive months;
5. Within 12 consecutive months, the guarantee amount exceeds 50% of the latest audited net assets of the company and the absolute amount exceeds 50 million yuan.
6. Guarantee provided to shareholders, actual controllers and their affiliates.
The external guarantee approved by the board of directors must be reviewed and approved by more than two-thirds of the directors present at the board of directors and make a resolution; External guarantees beyond the above authorities and guarantees provided to shareholders, actual controllers and their affiliates shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors.
If the data involved in the above index calculation is negative, take its absolute value for calculation. If the company has similar transactions related to the subject matter of the transaction within 12 consecutive months, the provisions of this paragraph shall apply in accordance with the principle of cumulative calculation. If the relevant obligations have been fulfilled in accordance with the principle of cumulative calculation of similar transactions related to the subject matter of the transaction within 12 months, they will not be included in the relevant cumulative calculation scope.
For matters within the scope of the above authorization, contracts and funds related to the project can be concluded, signed and approved after the resolution of the board of directors. Those exceeding the above scope of authority shall be approved by the general meeting of shareholders. For transactions involving the purchase and sale of assets, no matter what indicators are used, if the cumulative total amount exceeds 30% of the company's latest audited total assets in 12 consecutive months, it shall be approved by the general meeting of shareholders.
(6) Approve derivative investments (including forward foreign exchange settlement and sales) for hedging purposes or as simple risk hedging instruments.
Chapter III Chairman
Article 11 the board of directors shall have a chairman, who shall be nominated by the largest shareholder in principle and elected by the board of directors by more than half of all directors.
Article 12 the chairman shall exercise the following functions and powers:
(i) Preside over the general meeting of shareholders and report to the general meeting of shareholders on behalf of the board of directors, convene and preside over the meeting of the board of directors, preside over the daily work of the board of directors, and supervise and inspect the implementation of the resolutions of the board of directors;
(2) Exercise the functions and powers of the company's legal representative;
(3) Sign the company's shares, bonds, important contracts, important documents of the board of directors and other important documents signed by the company's legal representative;
(4) Sign and approve relevant project contracts, documents and funds in accordance with the provisions of the company's financial system or the authorization of the board of directors;
(5) Approve transactions and asset write off, scrapping and impairment within the following limits, and report to the board of directors in a timely manner afterwards:
1. The total assets involved in the transaction (if there are both book value and evaluation value, whichever is higher) account for less than 5% of the company's latest audited total assets;
2. The transaction amount (including debts and expenses undertaken) and the net book value of written off and scrapped assets account for less than 10% of the company's latest audited net assets;
3. The profit affected by the transaction accounts for less than 10% of the audited net profit of the company in the latest fiscal year;
4. The relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for less than 10% of the audited operating income of the company in the latest fiscal year;
5. The net profit related to the transaction object (such as equity) in the latest fiscal year accounts for less than 10% of the audited net profit of the company in the latest fiscal year;
6. The provision for asset impairment or write off and scrapped assets is 10% lower than the audited net assets of the company in the latest fiscal year, and the impact on the current profit and loss of the company is 10% lower than the absolute value of the audited net profit of the company in the latest fiscal year;
7. Approve overseas investment on the premise of complying with national foreign exchange management laws and regulations and the supervision rules of state-owned assets supervision and administration departments on overseas investment of state-owned holding enterprises;
8. Other transactions stipulated by CSRC and Shenzhen Stock Exchange.
If the data involved in the above index calculation is negative, take its absolute value for calculation. If the company conducts transactions related to the subject matter of the transaction within 12 consecutive months, the provisions of this paragraph shall apply in accordance with the principle of cumulative calculation.;
(6) Examine and approve the expenditure of social public welfare donation or non-public welfare donation within the annual total amount of 1 million yuan; (7) Examine and approve the related party transactions between the company and related natural persons with a transaction amount of less than 300000 yuan or the annual total amount reached between the company and related legal persons is less than 0.5% of the latest audited net asset value of the company; the aforesaid related party transactions to be avoided by the chairman shall be approved by the vice chairman; the aforesaid related party transactions to be avoided by the chairman and vice chairman shall be approved by the director and CEO CEO approval;
(8) After deliberation and authorization by the board of directors, sign relevant agreements and documents on derivatives investment (including forward foreign exchange settlement and sales business);
(9) Approve the use of special expenses of the board of directors;
(10) Sign the "power of attorney of legal person" to the chief executive officer (CEO) and other personnel of the company as required; (XI) nominate candidates for the appointment or dismissal of consultants, Chief Executive Officer (CEO) and Secretary of the board of directors to the board of directors, and sign and issue the chief executive officer of the company according to the decision of the board of directors (CEO), President, senior vice president, vice president, Secretary of the board of directors and financial officer, etc