Fujian Yongfu Power Engineering Co.Ltd(300712)
Rules of procedure of the board of directors
Article 1 General Provisions
In order to further standardize the discussion methods and decision-making procedures of the board of directors of Fujian Yongfu Power Engineering Co.Ltd(300712) (hereinafter referred to as “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, according to the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China These rules are formulated in accordance with the requirements of relevant laws, regulations and normative documents such as the guidelines for the governance of listed companies, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, and the relevant provisions of the Fujian Yongfu Power Engineering Co.Ltd(300712) articles of Association (hereinafter referred to as the “articles of association”).
The board of directors shall conscientiously perform its duties specified in relevant laws, regulations and the articles of association, ensure that the company complies with laws and regulations, treat all shareholders fairly, and pay attention to the interests of stakeholders.
Article 2 Office of the board of directors
The office of the board of directors is set under the board of directors to handle the daily affairs of the board of directors and its special committees.
The Secretary of the board of directors is the person in charge of the office of the board of directors and keeps the seal of the board of directors.
Article 3 board meeting
The meetings of the board of directors are divided into regular meetings and interim meetings.
The board of directors shall hold at least one regular meeting in each of the two semi annual periods.
Article 4 proposals for regular meetings
Before issuing the notice of convening the regular meeting of the board of directors, the board of directors 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, as necessary, seek the opinions of the general manager and other senior managers before formulating a proposal.
Article 5 interim meeting
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;
（2） When more than 1 / 3 of the directors jointly propose;
（3） When proposed by the board of supervisors;
（4） When the chairman considers it necessary;
（5） When more than 1 / 2 of the independent directors propose;
（6） When proposed by the general manager;
（7） Other circumstances stipulated in the articles of association.
Article 6 proposal procedure of interim meeting
Where an interim meeting of the board of directors is proposed to be held in accordance with the provisions of these rules, a written proposal signed (sealed) by the proposer shall be submitted to the chairman through the office of the board of directors or directly. The written proposal shall specify the following matters:
(i) The name of the proposer;
（2） The reasons for the proposal or the objective reasons on which the proposal is based;
（3） Propose the time or time limit, place and method of the meeting;
（4） Clear and specific proposals;
（5） 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, and the materials related to the proposal shall be submitted together.
After receiving the above written proposals and relevant materials, the office of the board of directors shall transmit them to the chairman on the same day or at an appropriate time as the case may be. If the chairman considers 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.
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 within 10 days after the request of the securities regulatory authority.
Article 7 convening and presiding over the meeting
The board meeting shall be convened and presided over by the chairman; If the chairman is unable or fails to perform his duties, the vice chairman shall convene and preside over the meeting; If the vice 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.
Article 8 notice of meeting
When convening regular and interim meetings of the board of directors, the office of the board of directors shall send a written notice of the meeting to all directors and supervisors, the general manager and the Secretary of the board of directors by hand, mail, fax, e-mail or other means specified in the articles of association 10 and 5 days in advance. If it is not sent by a specially assigned person, it shall also be confirmed by telephone and recorded accordingly.
The notice of the board meeting shall be sent by a specially assigned person, The person to be served shall sign on the service receipt (or seal), the date of receipt by the addressee shall be the date of service; if the company’s notice is sent by post, the third working day from the date of delivery to the post office shall be the date of service; if the company’s notice is sent by fax, the date of service shall be the date of delivery from the date of fax, and the date of fax shall be subject to the report of the fax machine; if the company’s notice is sent by e-mail, it shall be sent by e-mail Date of delivery; If the company’s notice is sent by public announcement, the date of service shall be the date of publication of the first public announcement.
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.
Article 9 contents of meeting notice
The written meeting notice shall at least include the following contents:
(i) Time and place of the meeting;
（2） Convening method of the meeting;
（3） Matters to be considered (meeting proposals);
（4） The convener and moderator of the meeting, the proposer of the interim meeting and his written proposal;
（5） Meeting materials necessary for directors’ voting;
（6） Directors shall attend the meeting in person or entrust other directors to attend the meeting on their behalf;
（7） Contact person and contact information.
In case of emergency, if it is necessary to convene the interim meeting of the board of directors as soon as possible, the meeting notice can be sent by telephone or other oral means at any time. The oral meeting notice shall at least include the contents of items (I) and (II) above and the description of the emergency need to convene the interim meeting of the board of directors as soon as possible.
Article 10 change of meeting notice
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 3 days before the original meeting date to explain the situation and the relevant contents and relevant materials of the new proposal. If it is less than 3 days, the date of the meeting shall be postponed accordingly or the meeting shall be held on schedule after obtaining the 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 11 convening of the meeting
The meeting of the board of directors shall be held only when more than half of the directors are present. When the relevant directors refuse to attend or delay in attending the meeting, resulting in failure to meet the minimum number of people required for the meeting, the chairman and the Secretary of the board of directors shall report to the regulatory authority in a timely manner.
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 12 attendance in person and entrusted attendance
In principle, directors shall attend the board meeting 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 specify:
(I) the name and ID number of the trustor and the trustee;
（2） Brief comments of the client on each proposal;
（3） The scope of authorization, validity period and instructions on the voting intention of the proposal of the trustor;
（4） Signature, date, etc. 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 13 restrictions on entrusted attendance
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;
（2） 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;
（3） 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 delegation with full authorization and unclear authorization.
（4） One 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 14 convening method of the meeting
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, 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 on site and in other ways at the same time.
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 e-mail actually received within the specified time limit, or the written confirmation letter submitted by the directors who have participated in the meeting afterwards.
Article 15 deliberation procedures of the meeting
The chairman of the meeting shall request the directors attending the board meeting to express clear opinions on various proposals one by one.
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 obstructs the normal progress of the meeting or affects the speeches of other directors by improper means, 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. If a director is entrusted by other directors to attend the board meeting on his behalf, he shall not vote on the proposal not included in the meeting notice on behalf of other directors.
Article 16 express opinions
Directors shall carefully read the relevant meeting materials, fully, independently and prudently express their opinions on the matters discussed on the basis of full understanding of the situation with a serious and responsible attitude towards the company, and be responsible for their own voting.
Before the meeting, the directors may learn the information required for decision-making from the office of the board of directors, the convener of the meeting, the general manager and other senior managers, accounting firms, law firms and other relevant personnel and institutions, or suggest to the moderator to invite the representatives of the above personnel and institutions to attend the meeting to explain the relevant situation.
Article 17 voting at the meeting
After full discussion of each proposal, the chairman shall timely submit it to the directors attending the meeting for voting.
Voting at the meeting shall be carried out by one person and one vote, either by show of hands or in writing.
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.
In case of voting by fax, the directors participating in the voting shall fax the voting votes to the designated place and fax number before the deadline for sending according to the requirements of the notice or the meeting host. The voting votes faxed beyond the time limit shall be invalid.
Article 18 statistics of voting results
After the voting of the participating directors, the relevant staff of the board office shall timely collect the voting votes of the directors and submit them to the Secretary of the board of directors for statistics under the supervision of one supervisor or independent director.
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 19 formation of resolutions
Except for the circumstances specified in Article 20 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. Where laws, administrative regulations and the articles of association stipulate that the board of directors shall obtain the consent of more directors to form a resolution, such provisions shall prevail.
The board of directors shall, in accordance with the provisions of the articles of association, make a resolution on the guarantee within its authority. Unless more than half of all directors agree, it must also be approved by more than two-thirds of the directors present at the meeting.
In case of any contradiction between the contents and meanings of different resolutions, the resolution formed later shall prevail.
Article 20 withdrawal from voting
Under the following circumstances, the directors shall withdraw from voting on relevant proposals:
(i) Circumstances that the directors themselves think should be avoided;
（2） Other circumstances specified in the articles of association that must be avoided due to the connection between the directors and the enterprise involved in the meeting proposal;
（3） The company law, securities law and other laws and regulations stipulate that directors should withdraw.
In the event that the directors withdraw from voting, the relevant board meeting can be held only if 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 3, they shall not vote on the relevant proposal, but shall submit the matter to the general meeting of shareholders for deliberation.
Article 21 No ultra vires
The board of directors shall act in strict accordance with the authorization of the general meeting of shareholders and the articles of association, and shall not form resolutions beyond its authority. Article 22 special provisions on profit distribution and conversion of capital reserve into share capital
If the board of directors needs to make a resolution on the company’s profit distribution and the conversion of capital reserve to share capital, it may first notify the certified public accountant of the distribution and conversion plan to be submitted to the board of directors for deliberation, It is required to issue a draft audit report accordingly (except for the financial data related to profit distribution and the conversion of capital reserve into share capital), and the board of directors makes a resolution accordingly. After the certified public accountant issues a formal audit report, the board of directors will make a resolution on relevant matters according to the formal audit report issued by the certified public accountant.
Article 23 handling of proposals not adopted
If the proposal is not adopted, the board meeting shall not consider the proposal with the same content within one month without significant changes in relevant conditions and factors.
Article 24 suspension of voting
When more than 1 / 2 of the directors present or more than 2 independent directors believe that the proposal is unclear and not 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.
Article 25 recording of meetings
The board meeting held on site or by video or telephone can be recorded as needed. Article 26 meeting minutes
The Secretary of the board of directors shall
