Rules of procedure of the board of directors
(revised at the 27th meeting of the 8th board of directors of the company on December 14, 2021, it shall be submitted to the fifth extraordinary general meeting of shareholders of the company in 2021 for deliberation and revision)
Chapter I General Provisions
Article 1 in order to standardize the discussion and decision-making procedures of the board of directors of Yunnan Copper Co.Ltd(000878) (hereinafter referred to as “the company”), ensure the work efficiency and scientific decision-making of the board of directors, these rules are formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and relevant national laws and regulations, and in combination with the actual situation of the company.
Article 2 the board of directors of the company is established in accordance with the company law and the articles of association. It is the permanent decision-making body of the company. Entrusted by the general meeting of shareholders, it is responsible for the operation and management of the company’s corporate property. It is the business decision-making center of the company and is responsible for the general meeting of shareholders. The board of directors shall manage the company’s affairs internally and represent the company externally when the general meeting of shareholders is not in session.
Chapter II composition and powers of the board of directors
Article 3 the company has a board of directors, which is the decision-making body for the operation and management of the company. The board of directors is responsible for the operation and management of the company’s property, the general meeting of shareholders and the implementation of the resolutions of the general meeting of shareholders within the scope of authorization of the articles of association and the general meeting of shareholders. Article 4 the board of Directors consists of 11 directors, including 4 independent directors. The board of directors has 1 Chairman and 1-2 vice chairmen.
Article 5 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;
（2） Implement the resolutions of the general meeting of shareholders;
（3） Decide on the company’s business plan and investment plan;
（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） Formulate plans for the company’s major acquisition, repurchase of company shares, merger, division, dissolution and change of company form;
（8） Decide on the establishment of the company’s internal management organization;
（9） 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;
（10） Appoint or dismiss the general manager and Secretary of the board of directors of the company; appoint or dismiss the deputy general manager, financial director and other senior managers of the company according to the nomination of the general manager, and decide on their remuneration, rewards and punishments; the company implements the tenure system and contractual management for the members of the management level, standardizes the tenure management, scientifically determines the tenure objectives, rigidly cashes in their remuneration and strictly enforces their responsibilities Exit from assessment;
（11） Formulate the basic management system of the company;
（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 appoint or replace the accounting firm to audit the company;
（15） Study major issues of the company’s risk management system, internal control system, accountability system for illegal operation and investment, and legal compliance management system, conduct overall monitoring and evaluation of the company’s risk management, internal control and legal compliance management system and their effective implementation, and guide, inspect and evaluate the company’s internal audit;
（16） Listen to the work report of the general manager of the company and check the work of the general manager;
（17） Matters involved in exercising the rights of shareholders of the company’s invested enterprises; (XVIII) other functions and powers granted by laws, administrative regulations, departmental rules or the articles of association.
The general meeting of shareholders of the company may authorize the board of directors of the company to pay dividends to preferred shareholders in accordance with the provisions of the articles of association.
Matters beyond the scope authorized by the general meeting of shareholders shall be submitted to the general meeting of shareholders for deliberation.
Article 6 when deciding on major issues of the enterprise, the board of directors shall listen to the opinions of the company’s Party committee in advance.
Article 7 when exercising its functions and powers, the board of directors shall abide by relevant national laws and regulations, the articles of association and the resolutions of the general meeting of shareholders, and consciously accept the supervision of the board of supervisors of the company. Matters requiring the approval of relevant state departments shall be reported to and approved before implementation.
Article 8 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 9 the company has four independent directors, including at least one accounting professional with senior accounting title or certified public accountant qualification; The term of office of independent directors is the same as that of other directors. Upon expiration of the term of office, independent directors can be re elected, but the term of re-election shall not exceed 6 years.
Before the general meeting of shareholders for the election of independent directors is held, the board of directors of the company shall publish the above contents in accordance with the rules, and the company shall submit the relevant materials of all nominees to Shenzhen stock exchange for filing, and Shenzhen Stock Exchange shall review the employment materials and independence of independent director candidates. Nominees who raise objections to Shenzhen Stock Exchange may be candidates for directors of the company, but not candidates for independent directors. When the general meeting of shareholders is held to elect independent directors, the board of directors of the company shall explain whether the candidates for independent directors are objected by Shenzhen Stock Exchange.
The relevant rights and obligations of independent directors shall be implemented in accordance with the relevant requirements of the Yunnan Copper Co.Ltd(000878) independent director working system formulated by the company.
Article 10 the board of directors shall have a secretary of the board of directors. The Secretary of the board of directors is the senior management of the company and is responsible to the company and the board of directors.
Article 11 Where a transaction of the company meets one of the following standards, it shall be submitted to the board of directors for deliberation:
(i) The total assets involved in the transaction account for more than 10% and less than 50% of the company’s latest audited total assets. If the total assets involved in the transaction have both book value and evaluated value, the higher one shall be taken as the calculation data;
（2） The relevant operating revenue of the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited operating revenue of the company in the latest fiscal year, and the absolute amount exceeds RMB 10 million, and is less than 50% of the audited operating revenue of the company in the latest fiscal year, or the absolute amount is less than RMB 50 million;
（3） The related net profit of the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds RMB 1 million, and is less than 50% of the audited net profit of the company in the latest fiscal year, or the absolute amount is less than RMB 5 million;
（4） The transaction amount (including debts and expenses) of the transaction accounts for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds RMB 10 million, and is less than 50% of the company’s latest audited net assets, or the absolute amount is less than RMB 50 million;
（5） The profit generated from the transaction accounts for more than 10% of the company’s audited net profit in the latest fiscal year, and the absolute amount exceeds RMB 1 million, and is less than 50% of the company’s audited net profit in the latest fiscal year, or the absolute amount is less than RMB 5 million.
（6） External guarantee matters to be examined and approved by the board of directors shall be examined and approved by more than two-thirds of all directors and a resolution shall be made. If the approval authority of the board of directors is exceeded, the board of directors shall put forward a plan and submit it to the general meeting of shareholders for approval. If the board of directors violates the approval authority and review procedures of external guarantee, the relevant directors who violate the approval authority and review procedures shall bear joint and several liabilities.
（7） To provide financial assistance, the company shall obtain the consent and make a resolution of more than two-thirds of the directors present at the board of directors, and timely perform the obligation of information disclosure. （8） If the company purchases its shares under the following circumstances, it may, in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders, adopt resolutions at the meeting of the board of directors attended by more than two-thirds of the directors: use the shares for employee stock ownership plan or equity incentive; use the shares for conversion of corporate bonds issued by the listed company that can be converted into shares; and the listed company is to maintain the company Necessary for value and shareholders’ equity. The scope of the above transactions shall be subject to the provisions of “Chapter IX transactions to be disclosed” in the stock listing rules of Shenzhen Stock Exchange. If the data involved in the above index calculation is negative, take its absolute value for calculation.
Article 12 the board of directors shall convene at least two meetings each year, which shall be convened by the chairman of the board of directors, and shall notify all directors and supervisors in writing 10 days before the meeting.
The board of directors shall convene an interim board meeting and notify all directors three days before the meeting.
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, and the notice time limit of the interim meeting of the board of directors may be exempted with the unanimous consent of all directors.
The meeting notice shall be sent by fax, mail or in writing.
Article 13 under any of the following circumstances, the chairman of the board of directors shall convene an interim meeting of the board of directors within 10 working days:
(i) When the chairman considers it necessary;
（2） When more than one-third of the directors jointly propose;
（3） When more than half of the independent directors propose;
（4） When proposed by the board of supervisors;
（5） When shareholders representing more than 1 / 10 of the voting rights propose;
Article 14 the board of directors shall notify all directors and supervisors by fax or written service within three days before the meeting. If the chairman is unable or fails to perform his duties under the circumstances specified in (2), (3), (4), (5) and (6) of the preceding article, the vice chairman shall convene an interim meeting of the board of directors; if the vice chairman is unable or fails to perform his duties, more than half of the directors may jointly elect a director to convene the meeting.
Article 15 the notice of the board meeting shall include the following contents:
(i) Date and place of the meeting;
（2） Duration of the meeting;
（3） Convening method of the meeting;
（4） Causes and topics;
（5） Date of notification.
Article 16 the meeting of the board of directors shall be held only when more than half of the directors are present. Each director has one vote. A resolution made by the board of directors must be adopted by more than half of all directors. However, the external guarantee shall be approved by more than two-thirds of all directors.
Article 17 directors shall attend the meeting of the board of directors and express clear opinions on the matters discussed. If a director is really unable to attend, he may entrust other directors in writing to vote on his behalf according to his wishes, and the trustor shall independently bear legal liabilities. Independent directors shall not entrust non independent directors to vote on their behalf.
Article 18 voting method for resolutions of the board of directors: open ballot. The chairman of the meeting shall take on-site voting or communication voting according to the situation of the meeting. The meeting of the board of directors shall consider the proposals one by one, and vote on each proposal separately.
Article 19 the meeting of the board of directors shall be recorded. The Secretary of the board of directors shall carefully organize the recording and sorting of the matters discussed at the meeting to ensure the authenticity, accuracy and integrity of the minutes of the meeting of the board of directors. The directors attending the meeting, the Secretary of the board of directors and the recorder shall sign on the meeting minutes. Directors present at the meeting have the right to request that their speeches at the meeting be recorded in the minutes. The minutes of the board of directors shall be kept by the Secretary of the board of directors as the company’s archives. The retention period of minutes of board meetings shall not be less than ten years.
Article 20 the minutes of the board of directors shall include the following contents:
(i) The date, place, method and name of the convener of the meeting;
（2） The names of the directors present and the directors (agents) entrusted to attend the board of directors;
（3） Meeting topics;
（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 21 the directors shall sign the resolutions of the board of directors and be responsible for the resolutions of the board of directors. If the resolution of the board of directors violates laws and regulations or the articles of association or the resolution of the general meeting of shareholders, resulting in losses to the company, the directors participating in the resolution shall be liable for compensation to the company. However, if it is proved that he has expressed objection during voting and recorded it in the minutes of the meeting, the director may be exempted from liability.
Chapter III directors
Article 22 the directors of the company are natural persons. Directors are not required to hold shares in the company.
Article 23 a person shall not serve as a director of the company under any of the following circumstances: (I) no civil capacity or limited civil capacity;
（2） Being sentenced to criminal punishment for corruption, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy, and less than five years have elapsed since the expiration of the execution period, or being deprived of political rights due to a crime, and less than five years have elapsed since the expiration of the execution period;
（3） Where he is a director, factory director or manager of a company or enterprise in bankruptcy liquidation and is personally responsible for the bankruptcy of the company or enterprise, less than three years have elapsed since the completion of the bankruptcy liquidation of the company or enterprise;
（4） 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 three years have elapsed since the date of revocation of the business license of the company or enterprise;
（5） A large amount of personal debt is not paid off when due.
（6） Being banned from entering the securities market by the CSRC before the expiration of the time limit;
（7） Other contents stipulated by laws, administrative regulations or departmental rules. If a director is elected in violation of the provisions of this article, the election shall be invalid. If a director is under the circumstances of this article during his term of office, the company shall remove him from his post.
Article 24 the company does not have a director held by the employee representative.
The principles of openness, fairness, impartiality and independence shall be implemented in the selection and appointment of directors. The company shall fully disclose the details of the candidates for directors before the general meeting of shareholders, so as to ensure that shareholders have sufficient knowledge of the candidates during voting. The candidates for directors shall make a written commitment before the shareholders’ meeting, agree to accept the nomination, promise that the information of the candidates for directors publicly disclosed is true and complete, and ensure that they will earnestly perform their duties as directors after being elected.
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 the directors is three years, and they can be re elected upon expiration of their term of office. 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 fails to be re elected in time at the expiration of his term of office, resulting in the overdue performance of his duties, he shall submit to the general meeting of shareholders
