Avic Jonhon Optronic Technology Co.Ltd(002179) rules of procedure of the board of directors
general provisions
Article 1 These rules are formulated in accordance with the company law of the people’s Republic of China and the Avic Jonhon Optronic Technology Co.Ltd(002179) articles of association in order to ensure the standardized operation of the company, establish and improve the rules of procedure of the board of directors, clarify the composition, responsibilities and authorities of the board of directors, and safeguard the interests of the company and the legitimate rights and interests of shareholders.
Chapter II composition of the board of directors
Article 2 the board of directors is the executive body of the general meeting of shareholders, implements various resolutions adopted by the general meeting of shareholders, is responsible for and reports to the general meeting of shareholders.
Article 3 the directors of the company are natural persons. Directors are not required to hold shares in the company.
Article 4 the board of Directors consists of 9 directors, including 3 independent directors and 1 Chairman. In principle, the number of external directors shall exceed half of all members of the board of directors to ensure the diversity of professional experience and complementarity of ability structure of the board of directors.
Article 5 a person who is under the circumstances specified in Article 146 of the company law and Article 98 of the articles of association, or who is determined by the CSRC to be prohibited from entering the market, and whose prohibition has not been lifted, shall not serve as a director of the company.
Article 6 directors shall be elected or replaced by the general meeting of shareholders for a term of three years. Upon the expiration of the term of office, a director may be re elected, but the term of re-election of an independent director shall not exceed six years. Before the expiration of a director’s term of office, the general meeting of shareholders shall not remove him without reason.
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 the directors are not re elected in time at the expiration of their term of office, or the number of members of the board of directors is less than the quorum due to the resignation of directors during their term of office, the original directors shall still perform their duties in accordance with laws, administrative regulations, departmental rules and the articles of association before the re elected directors take office.
Article 7 the board meeting shall be convened by the chairman. At the first meeting of each board of directors, the director who obtains the most votes shall be the person in charge of convening, and the chairman shall be elected at that meeting. When the directors get the same votes, the directors shall jointly elect the person in charge of convening the first meeting of the board of directors; If the person in charge of the convening cannot be elected, the directors shall draw lots to decide. The first meeting of each board of directors shall be held within three days after the election or re-election.
Article 8 the chairman of the board of directors of the company shall be elected and removed by more than half of all directors of the company.
Chapter III functions and powers of the board of directors
Article 9 the board of directors shall play the role of “making strategies, making decisions and preventing risks”, and exercise the following functions and powers:
(i) Implement the decision-making and deployment of the Party Central Committee and major measures to implement the national development strategy; （2） Convene the general meeting of shareholders and report to the general meeting of shareholders;
（3） Implement the resolutions of the general meeting of shareholders;
（4） Decide on the medium and long-term development plan of the company;
（5） Decide on the company’s business plan and investment plan;
（6） Formulate the company’s annual financial budget plan and final account plan;
（7） Formulate the company’s profit distribution plan and loss recovery plan;
（8） Formulate the company’s plans for increasing or reducing registered capital, issuing bonds or other securities and listing;
（9） Make a resolution on the company’s acquisition of the company’s shares due to the circumstances specified in items (3), (5) and (6) of Article 26 of the articles of Association;
（10） To formulate plans for the company’s major acquisition, acquisition of the company’s shares, merger, division, dissolution and change of company form;
（11） Within the scope authorized by the general meeting of shareholders, decide on the company’s external investment, acquisition and sale of assets, asset mortgage, external guarantee, external donation and liability management, entrusted financial management, related party transactions, etc;
（12） Decide on the establishment of the company’s internal management organization;
（13） Appoint or dismiss the general manager and the Secretary of the board of directors of the company according to the tenure system of the members of the management and contractual management; appoint or dismiss the deputy general manager, chief accountant and other senior managers of the company according to the nomination of the general manager, and decide on the remuneration, rewards and punishments of the senior managers; sign a post appointment agreement with the members of the management and authorize the directors The general manager shall sign the letter of responsibility for business performance with the members of the management level, or authorize the chairman to sign the letter of responsibility for business performance with the general manager, and authorize the general manager to sign the letter of responsibility for business performance with other members of the management level; Determine the business performance assessment of senior managers and strengthen the application of assessment results;
（14） Formulate the basic management system of the company;
（15） Formulate the amendment plan of the articles of Association;
（16） Manage the company’s information disclosure;
（17） Determine the management system authorized by the board of directors to the management;
（18） Determine the company’s assessment distribution plan and employee income distribution plan;
（19） To decide on major matters involving the rights and interests of employees of the company;
（20） To decide on major issues related to the company’s environmental protection, stability maintenance and social responsibility; (21) to decide on the company’s major risk management strategies and solutions, major litigation, arbitration and other legal affairs handling plans; to decide on major issues related to legal compliance management;
（22） Be responsible for the establishment, improvement and effective implementation of internal control, review and approve the annual work report of internal control system;
（23） Formulate the company’s major accounting policies and accounting estimate change plan, propose to the general meeting of shareholders to hire or replace the accounting firm audited by the company, review and approve the annual audit plan;
（24） Listen to the work report of the general manager of the company, check the work of the general manager, check the implementation of the resolutions of the board of directors by the general manager and other senior managers, and establish and improve the accountability system for the general manager and other senior managers;
（25） Within the scope authorized by the general meeting of shareholders, decide on the matters involved in the exercise of the shareholders’ rights of the invested enterprise, including but not limited to the merger, division, asset replacement, change of company form, cancellation, liquidation or application for bankruptcy of the invested enterprise;
（26） Other functions and powers granted by laws, administrative regulations, departmental rules or 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 10 when deciding on major matters of the company, the board of directors shall listen to the opinions of the Party committee of the company in advance. Article 11 the board of directors shall establish strict review and decision-making procedures when formulating and deciding on the company’s investment and asset disposal plans. Major projects shall be reviewed by relevant experts and professionals and submitted to the general meeting of shareholders for approval
Article 12 the board of directors shall establish special committees for strategy and investment, audit and risk control, nomination and rule of law, remuneration and assessment, in which independent directors account for the majority and act as the convener in the audit and risk control committee, nomination and rule of Law Committee and remuneration and assessment committee. At least one independent director in the audit and risk control committee is an accounting professional. The main responsibilities of each committee are as follows:
The main responsibilities of the strategy and Investment Committee are: (1) to study the company’s development strategy and medium and long-term development plan, and put forward suggestions to the board of directors; (2) to study major investment, financing scheme, property right transfer, merger and reorganization, capital operation and other major matters that must be approved by the board of directors or the general meeting of shareholders as stipulated in the articles of association, and put forward suggestions to the board of directors; (3) Study and put forward suggestions on other major issues affecting the company’s development strategy; (4) inspect the implementation of the above matters; (5) other matters authorized by the board of directors.
The main responsibilities of the audit and risk control committee are: (1) to review the company’s annual internal audit work plan; (2) to supervise the formulation and implementation of the company’s internal audit system, and to evaluate and supervise the effectiveness of the implementation; (3) to review the company’s financial information and its disclosure, and to review the quarterly, interim and annual financial statements before submitting them to the board of directors; (4) Supervise the appointment and removal of the person in charge of the company’s internal audit institution and put forward relevant opinions; (5) supervise whether the external auditors are independent and objective and whether the audit procedures are effective according to applicable standards; the audit committee shall discuss the nature and scope of audit and relevant reporting responsibilities with the auditors before the commencement of audit work; (6) Formulate policies on the provision of non audit services by external auditors and implement them; (7) be responsible for advising the board of directors on the appointment, reappointment and removal of external auditors, approving the remuneration and terms of employment of external auditors, and dealing with any issues related to the resignation or dismissal of external auditors; (8) Review the company’s internal control system, supervise the construction and effective operation of the company’s internal control system, and review the company’s annual internal control evaluation report; (9) review the company’s risk management system, supervise the effective operation of the company’s comprehensive risk management system, conduct regular inspection and evaluation, and report the results to the board of directors; (10) Review the company’s annual comprehensive risk management report and the risk assessment report of major decisions; (11) be responsible for the communication between internal audit and external audit to ensure the coordination of the work of internal and external auditors; (12) review the company’s financial and accounting policies and practices; (13) check the audit explanation letter given by external auditors to the management . any major questions raised by the auditor to the management on the accounting records, financial accounts or monitoring system and the management’s response; (14) Ensure that the board of directors responds in a timely manner to the matters raised in the audit statement letter given by the external auditor to the management; (15) other matters assigned by the board of directors.
The main responsibilities of the nomination and rule of Law Committee are: (1) regularly review the structure, number and composition of the board of directors (including skills, knowledge and experience), and make suggestions to the board of directors on any proposed changes; (2) Evaluate the independence of independent directors; formulate selection criteria and procedures for directors, general managers and other senior managers, and put forward suggestions to the board of directors; (3) Widely search for qualified candidates for directors, general managers and other senior managers; review and make suggestions on candidates for directors, general managers and other senior managers; (4) nominate candidates for members of special committees under the board of directors (except members of nomination and rule of Law Committee and conveners of professional committees); (5) Formulate the training plan for the general manager, other senior managers and key reserve talents; (6) promote compliance management according to law, regularly review and evaluate the corporate governance structure, governance rules and basic management system, and put forward modification opinions or improvement suggestions to the board of directors; (7) Promote the construction of the rule of law, review the overall plan for the construction of the rule of law, establish and improve the enterprise legal adviser system, and promote the integrated construction of the rule of law system, capacity and culture; (8) other matters authorized by the board of directors.
The main responsibilities of the remuneration and assessment committee are: (1) Formulate salary plans or schemes according to the main scope, responsibilities and importance of management positions of directors and senior managers and the salary level of relevant positions in other relevant enterprises. The salary plans or schemes mainly include but are not limited to performance evaluation standards, procedures and main evaluation systems, main schemes and systems of rewards and punishments, etc; (2) Supervise the implementation of the company’s salary system; (3) formulate the equity incentive plan for the company’s directors, supervisors and senior managers in accordance with the provisions of relevant laws, regulations or normative documents; (4) manage the company’s equity incentive plan; (5) Review the qualification, grant conditions and exercise conditions of the personnel granted the equity incentive plan of the company; (6) other matters authorized by the board of directors of the company.
Article 13 the chairman shall exercise the following functions and powers:
（1） Preside over the overall work of the company;
（2） Timely convey to the board of directors the deployment of the CPC Central Committee, the State Council, SASAC and other relevant units on enterprise reform and development and the requirements of relevant departments, and notify the existing problems of the enterprise pointed out in relevant supervision and inspection;
（3） Determine the annual regular board meeting plan according to the provisions of the articles of association, including the number of meetings and the specific time of the meeting. If necessary, have the right to separately decide to convene an interim board meeting;
（4） Preside over the general meeting of shareholders, convene and preside over the meetings of the board of directors, and implement the provisions of the rules of procedure of the board of directors, so that each director can fully express his personal opinions and vote on the basis of full discussion;
（5） Organize the drafting and revision of the rules of procedure of the board of directors, the working rules of the special committees of the board of directors and other rules and regulations for the operation of the board of directors, as well as the basic management system of the company, and submit them to the board of directors for discussion;
（6） Timely grasp the implementation of various resolutions of the board of directors, supervise and inspect the implementation of resolutions; put forward rectification requirements for problems found; report the inspection results and major problems found at the next meeting of the board of directors;
（7） Organize the formulation of the company’s profit distribution plan and loss recovery plan, the company’s plan for increasing or reducing registered capital, the company’s plan for merger, division, dissolution, liquidation or change of corporate form, as well as other plans authorized by the board of directors, which shall be submitted to the board of directors for voting;
（8） According to the resolution of the board of directors, be responsible for signing the documents on the appointment and dismissal of senior managers of the company; according to the resolution of the board of directors, sign the business performance contract and other documents with senior managers on behalf of the board of directors; sign other documents required by laws and regulations and authorized by the board of directors that should be signed by the chairman; sign important documents of the board of directors and other documents that should be signed by the legal representative of the company Other documents issued by UNDP;
（9） Propose the candidates for the Secretary of the board of directors and their remuneration and assessment suggestions, and submit them to the board of directors for decision on appointment or dismissal and their remuneration; put forward the establishment scheme or adjustment suggestions and candidate suggestions of each special committee, and submit them to the board of directors for discussion and voting;
（10） Be responsible for organizing the drafting of the annual work report of the board of directors and reporting the annual work to the general meeting of shareholders on behalf of the board of directors;
（11） According to the relevant requirements of the general meeting of shareholders, organize the board of directors to provide information to the general meeting of shareholders and the board of supervisors in a timely manner, organize the board of directors to regularly evaluate the effectiveness of information control, check the authenticity, accuracy and integrity of the information, and timely require rectification of the problems found to ensure the authenticity, accuracy and integrity of the information;
（12） Communicate with directors outside the meeting, listen to their opinions, and organize directors to carry out necessary work research and business training;
（13） Exercise the functions and powers of the legal representative;
（14） In the event of force majeure such as catastrophic natural disasters, exercise the special disposal right for the company’s affairs in accordance with the legal provisions and the interests of the company, and report to the board of directors and the general meeting of shareholders afterwards;
（15） Other functions and powers authorized by the board of directors.
Article 14 in order to give full play to the role of independent directors, in addition to the functions and powers entrusted to directors by the company law, the articles of association and other relevant laws and regulations, independent directors have the following special functions and powers:
(i) Major related party transactions (referring to related party transactions with a total amount of more than 3 million yuan or more than 5% of the company’s recently audited net asset value) shall be approved by the independent directors and submitted to the board of directors for discussion; before the independent directors make judgment, they can
