China Greatwall Securities Co.Ltd(002939)
Rules of procedure of the board of directors
December, 2001
Article 1 in order to standardize the discussion methods and decision-making procedures of the board of directors of China Greatwall Securities Co.Ltd(002939) (hereinafter referred to as the company), promote the directors and the board of directors to effectively perform their duties, and improve the standard 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 guidelines for the governance of listed companies and other relevant laws, regulations and normative documents These rules are formulated in accordance with the business rules issued by Shenzhen Stock Exchange and the relevant provisions of the articles of association of China Greatwall Securities Co.Ltd(002939) Co., Ltd. (hereinafter referred to as the articles of association).
Article 2 the board of directors shall exercise its functions and powers in accordance with laws, administrative regulations, the articles of association and these rules, and shall be responsible to the general meeting of shareholders.
Article 3 the board of directors shall exercise the following functions and powers:
(1) 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) Decide on the company's business plan and investment plan;
(4) Formulate the company's annual financial budget 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) Draw up plans for the company's major acquisition, acquisition of the company's shares, merger, division, dissolution and change of company form;
(8) To decide on the company's foreign investment, acquisition and sale of assets, asset mortgage, external guarantee, related party transactions, etc. within the scope authorized by the general meeting of shareholders;
(9) Determine the setting of internal management organization and management positions of the company;
(10) Appoint or dismiss the president, compliance officer and Secretary of the board of directors of the company; According to the nomination of the president, appoint or dismiss the company's vice president, financial director and other senior managers, and decide on their remuneration, rewards and punishments;
(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 hire or replace the accounting firm audited by the company;
(15) Listen to the work report of the president of the company and check the work of the president; Review the compliance reports regularly submitted by the company in accordance with regulatory requirements;
(16) Formulate plans for the amount and payment method of directors' remuneration of the company;
(17) Other functions and powers authorized by laws, administrative regulations, departmental rules or the articles of association, as well as the general meeting of shareholders.
Matters beyond the scope authorized by the general meeting of shareholders shall be submitted to the general meeting of shareholders for deliberation.
Article 4 in accordance with the provisions of relevant laws, administrative regulations and normative documents, and in accordance with the principle of prudent authorization, the general meeting of shareholders authorizes the following transactions approved by the board of directors:
(1) The total assets involved in the transaction account for more than 10% of the company's latest audited total assets (after deducting the transaction settlement funds of customers, the same below); However, if the total assets involved in the transaction exceed 30% of the company's latest audited total assets, it shall also be submitted to the general meeting of shareholders for deliberation; If the total assets involved in the transaction have both book value and evaluation value, the higher one shall be taken as the calculation basis;
(2) 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 10 million yuan; However, if the transaction amount (including debts and expenses) accounts for more than 50% of the company's latest audited net assets and the absolute amount exceeds 50 million yuan, it shall also be submitted to the general meeting of shareholders for deliberation; (3) The profit generated from the transaction accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan; However, if 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, it shall also be submitted to the general meeting of shareholders for deliberation;
(4) The relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited operating income of the company in the latest fiscal year, and the absolute amount exceeds 10 million yuan; However, if the relevant operating income of the transaction object (such as equity) accounts for more than 50% of the audited operating income of the company in the latest fiscal year, and the absolute amount exceeds 50 million yuan, it shall also be submitted to the general meeting of shareholders for deliberation; (5) The net profit related to 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 1 million yuan; However, if the net profit related to the transaction object (such as equity) 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, it shall also be submitted to the general meeting of shareholders for deliberation; (6) If the transaction amount between the company and the affiliated natural person is more than 300000 yuan, or the transaction amount with the affiliated legal person is more than 3 million yuan and accounts for more than 0.5% of the absolute value of the company's latest audited net assets (except for the company's external guarantee), if it meets the deliberation standard of the general meeting of shareholders, it shall also be submitted to the general meeting of shareholders for deliberation. In addition to the transactions listed in paragraph 3 of this article, the related party transactions mentioned in this item also include entrusted or entrusted sales; Deposits and loans with related party financial companies; Joint investment with related parties; Other matters that may cause the transfer of resources or obligations through agreement; (7) External guarantees stipulated in the articles of association and the company's external guarantee management system; (8) Purchase or lease of fixed assets within the company's annual budget. If the data involved in the above index calculation is negative, take its absolute value for calculation. The foregoing "transaction" refers to the following matters: (1) purchase or sale of assets; (2) Foreign investment (including entrusted financial management, entrusted loan, etc.); (3) Provide financial assistance; (4) Provide guarantee; (5) Leased in or leased out assets;
(6) Entrusted or entrusted management of assets and businesses;
(7) Donated or donated assets;
(8) Reorganization of creditor's rights and debts;
(9) Transfer or transfer of research and development projects;
(10) Sign the license agreement;
(11) Other transactions recognized by other laws, administrative regulations, normative documents, the articles of association or the general meeting of shareholders of the company.
The foreign investment, purchase and sale of assets mentioned in this article do not include: (1) the purchase and sale of computer equipment and software, office equipment and transportation equipment related to daily business activities; (2) Transactions arising from daily business activities such as proprietary trading of securities, underwriting and listing recommendation of securities, asset management and direct investment business. For the company's proprietary listed stocks, bonds and fund investment, the board of directors authorizes the president to decide relevant investment matters within the scope of the provisions of the CSRC on risk control of proprietary business.
In case of "purchase or sale of assets" transactions in the transactions listed in this article, the company shall take the amount as the calculation standard and calculate it cumulatively within 12 consecutive months according to the type of transaction. If the cumulative calculation exceeds 30% of the latest audited total assets, it shall be submitted to the general meeting of shareholders for deliberation, And approved by more than two-thirds of the voting rights held by the shareholders attending the meeting. Those who have fulfilled relevant obligations in accordance with the articles of association and these rules will not be included in the relevant cumulative calculation scope.
The guarantee matters within the authority of the board of directors shall not only be approved by more than half of all directors, but also be approved by more than two-thirds of the directors attending the meeting of the board of directors.
Article 5 the board of directors shall set up the office of the board of directors to handle the daily affairs of the board of directors and be responsible for keeping the seal of the board of directors.
Article 6 the meetings of the board of directors are divided into regular meetings and interim meetings. 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 office of the board of directors shall fully solicit
The opinions of each director shall be initially formed into the meeting proposal and submitted to the chairman for formulation.
The chairman of the board of directors shall, as necessary, seek the opinions of the president and other senior managers before formulating a proposal.
Article 8 under any of the following circumstances, the board of directors shall convene an interim meeting:
(1) Shareholders representing more than one tenth of the voting rights propose;
(2) When more than one-third of the directors jointly propose;
(3) When proposed by the board of supervisors;
(4) When the chairman considers it necessary;
(5) When more than half of the independent directors propose;
(6) When proposed by the president;
(7) When required by the securities regulatory authority;
(8) Other circumstances stipulated in the articles of association.
Rule 9 proposal procedure for interim meetings
If an interim meeting of the board of directors is proposed to be held 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 office of the board of directors or directly. The written proposal shall specify the following matters:
(1) 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 of the board of directors on the same day. 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 the request of the securities regulatory authority.
Article 10 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 11 for convening regular and interim meetings of the board of directors, the office of the board of directors shall submit the written meeting notice stamped with the seal of the board of directors to all directors and supervisors, the president and the Secretary of the board of directors through personal service, fax, e-mail or other means 10 and 3 days in advance. If it is not delivered by hand, it shall also be confirmed by telephone and recorded accordingly.
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, and the time of the meeting notice may not be limited by the above three days, but the convener shall make an explanation at the meeting.
Article 12 the written meeting notice shall at least include the following contents:
(1) 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.
The oral meeting notice shall at least include the contents of items (1) and (2) above, as well as the description of the urgent need to convene an interim meeting of the board of directors as soon as possible.
Article 13 the written meeting of the regular meeting of the board of directors
