Rules of procedure of the board of directors
Chapter I General Provisions
Article 1 in order to regulate the deliberation of the board of directors of Jade Bird Fire Co.Ltd(002960) (hereinafter referred to as “the company” or “the company”), ensure the work efficiency and scientific decision-making of the board of directors, and give better play to the role of the board of directors of the company, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) Securities Law of the people’s Republic of China (hereinafter referred to as “Securities Law”), China Securities Regulatory Commission (hereinafter referred to as “CSRC”), guidelines for the articles of association of listed companies These rules are hereby formulated in accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”) and the Jade Bird Fire Co.Ltd(002960) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the board of directors is the company’s permanent decision-making and executive body, responsible for the decision-making of the company’s development strategy and major business activities, and safeguarding the interests of the company and all shareholders.
Chapter II directors
Article 3 the directors of the company are natural persons. The non employee representative directors shall be elected or replaced by the general meeting of shareholders, and the employee representative directors shall be elected or replaced by the general meeting of employees, with a term of office of three years. A director may be re elected upon expiration of his term of office. And may be dismissed by the general meeting of shareholders or the staff congress before the expiration of his term of office. The term of re-election of independent directors shall not exceed six years.
The term of office of the company’s 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 is not re elected in time after the expiration of his term of office, the original director shall still perform his duties in accordance with laws, administrative regulations, departmental rules and the articles of association before the re elected director takes office.
The directors of the company may be concurrently held by the general manager or other senior managers. The total number of directors who concurrently hold the posts of general manager or other senior managers and directors held by employee representatives shall not exceed one-half of the total number of directors of the company.
Article 4 the time for members of the new board of directors or newly elected directors to formally perform their duties is the time when the resolution of the general meeting of shareholders is made.
Article 5 qualifications of directors of the company:
(I) the directors are natural persons and do not need to hold shares of the company;
(II) directors shall have full capacity for civil conduct;
(III) directors shall have knowledge of enterprise operation, management, finance, law and other relevant work experience; (IV) directors can safeguard the rights and interests of all shareholders of the company and ensure the safety and appreciation of the company’s assets;
(V) there are no laws, regulations, rules, articles of association and these rules that prohibit him from serving as a director;
(VI) the qualifications of independent directors shall be implemented in accordance with the provisions of relevant national departments.
Article 6 under any of the following circumstances, he cannot serve as a director of the company:
(I) one of the circumstances specified in Article 146 of the company law;
(II) being prohibited from serving as directors, supervisors and senior managers of listed companies by the CSRC, and the term has not expired;
(III) being publicly recognized by the stock exchange as unfit to serve as a director of a listed company, and the term has not expired; (IV) other contents stipulated by laws, administrative regulations or departmental rules.
If a director is elected, appointed or employed in violation of the provisions of this article, the election, appointment or employment shall be invalid. In case of any circumstance under this article during the term of office of a director, the company shall remove him from his post.
Article 7 functions and powers of directors:
(I) attend the meeting of the board of directors, express opinions and vote on the resolutions;
(II) represent the company in accordance with the articles of association or the authorization of the board of directors;
(III) execute the specific affairs of the company as entrusted by the board of directors;
(IV) attend the general meeting of shareholders;
(V) receiving remuneration and allowances;
(VI) other functions and powers granted by the articles of association, the general meeting of shareholders or the board of directors.
Article 8 special functions and powers of independent directors:
(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 submitted to the board of directors for deliberation after being approved by independent directors; Before making a judgment, independent directors can hire an intermediary to issue an independent financial consultant report to provide basis for their judgment;
(II) propose to the board of directors to employ or dismiss the accounting firm;
(III) propose to the board of directors to convene an extraordinary general meeting of shareholders;
(IV) solicit the opinions of minority shareholders, put forward profit distribution proposals and directly submit them to the board of directors for deliberation; (V) propose to convene the board of directors;
(VI) publicly solicit voting rights from shareholders before the general meeting of shareholders;
(VII) independently employ external audit institutions and consulting institutions.
Independent directors shall obtain the consent of more than half of all independent directors when exercising the functions and powers in items (I) to (VI) of the preceding paragraph; The exercise of the functions and powers in Item (VII) of the preceding paragraph shall be subject to the consent of all independent directors. The expenses incurred by independent directors in employing intermediaries and other expenses required for exercising their functions and powers shall be borne by the company.
Article 9 independent directors shall express independent opinions on the following matters:
(I) nomination, appointment and removal of directors;
(II) appointing and dismissing senior managers;
(III) remuneration of directors and senior managers;
(IV) employment and dismissal of accounting firms;
(V) changes in accounting policies, accounting estimates or corrections of major accounting errors due to reasons other than changes in accounting standards;
(VI) the financial and accounting reports and internal control of listed companies are issued with non-standard unqualified audit opinions by accounting firms;
(VII) internal control evaluation report;
(VIII) scheme for the relevant parties to change their commitments;
(IX) the impact of the issuance of preferred shares on the rights and interests of various shareholders of the company;
(x) formulation, adjustment, decision-making procedures, implementation and information disclosure of the company’s cash dividend policy, and whether the profit distribution policy damages the legitimate rights and interests of small and medium-sized investors;
（11） Related party transactions that need to be disclosed, providing guarantees (excluding guarantees for subsidiaries within the scope of consolidated statements), entrusted financial management, providing financial assistance, matters related to the use of raised funds, stock and Derivative Investment and other major matters;
（12） Major asset restructuring plan, management acquisition, equity incentive plan, employee stock ownership plan, share repurchase plan and debt repayment plan of related persons of listed companies;
（13） The company intends to decide that its shares will no longer be traded on the exchange;
（14） Matters that independent directors believe may damage the legitimate rights and interests of minority shareholders;
（15） When the chairman and general manager leave office during their term of office, the independent directors shall check the reasons for the resignation of the chairman and general manager, and express their opinions on whether the disclosed reasons are consistent with the actual situation and the impact of the matter on the company. Independent directors may employ an intermediary agency to conduct outgoing audit when they think it necessary, and the expenses shall be borne by the company;
（16） Other matters stipulated in relevant laws, administrative regulations, departmental rules and normative documents.
The types of independent opinions expressed by independent directors on the above matters include: consent, reservations and reasons, objections and reasons, unable to express opinions and obstacles, and the opinions expressed shall be clear and clear.
Article 10 the directors have the following obligations of loyalty to the company:
(I) shall not take advantage of his power to accept bribes or other illegal income, and shall not encroach on the company’s property; (II) not misappropriate the company’s funds;
(III) the company’s assets or funds shall not be deposited in an account opened in its own name or in the name of other individuals;
(IV) the company shall not, in violation of the provisions of the articles of association, lend the company’s funds to others or provide guarantee for others with the company’s property without the consent of the general meeting of shareholders or the board of directors;
(V) not to enter into contracts or conduct transactions with the company in violation of the provisions of the articles of association or without the consent of the general meeting of shareholders;
(VI) without the consent of the general meeting of shareholders, it is not allowed to take advantage of his position to seek business opportunities that should belong to the company for himself or others, and operate businesses similar to the company for himself or for others;
(VII) shall not accept the Commission of trading with the company as his own;
(VIII) keep business secrets, not disclose major information that has not been disclosed by the company, not use insider information to obtain improper benefits, and perform the non competition obligation agreed with the company after leaving the company;
(IX) it shall not use its affiliated relationship to damage the interests of the company;
(x) other loyalty obligations stipulated in laws, administrative regulations, departmental rules and the articles of association. The income obtained by a director in violation of this article shall be owned by the company; If losses are caused to the company, it shall be liable for compensation.
Article 11 the directors have the following duties of diligence to the company:
(I) exercise the rights conferred by the company carefully, seriously and diligently to ensure that the company’s business activities comply with the requirements of national laws, administrative regulations and various national economic policies, and that the business activities do not exceed the business scope specified in the business license;
(II) all shareholders should be treated fairly;
(III) timely understand the business operation and management of the company;
(IV) written confirmation opinions shall be signed on the company’s periodic reports. Ensure that the information disclosed by the company is true, accurate and complete;
(V) it shall truthfully provide the board of supervisors with relevant information and materials, and shall not hinder the board of supervisors or supervisors from exercising their functions and powers;
(VI) other duties of diligence stipulated in laws, administrative regulations, departmental rules and the articles of association. Article 12 directors shall ensure that they have enough time and energy to perform their duties. Directors shall attend the board of directors with a serious and responsible attitude and express clear opinions on the matters discussed.
If a director fails to attend the meeting in person or entrust other directors to attend the meeting of the board of directors for two consecutive times, he shall be deemed to be unable to perform his duties, and the board of directors shall recommend the general meeting of shareholders to replace him. If an independent director fails to attend the meeting of the board of directors in person for three consecutive times, the board of directors shall request the general meeting of shareholders to replace him.
Article 13 a director may resign before the expiration of his term of office. A director who resigns shall submit a written resignation report to the board of directors. Except for the following circumstances, the resignation of a director shall take effect when the resignation report is delivered to the board of directors, and the board of directors will disclose relevant information within two days:
(I) the resignation of a director causes the number of members of the board of directors to be lower than the minimum quorum;
(II) the resignation of independent directors results in the number of independent directors being less than one-third of the members of the board of directors, or there is no accounting professional among the independent directors;
Under the above circumstances, the resignation report shall not take effect until the next director fills the vacancy caused by resignation. Before the resignation report takes effect, the directors who intend to resign shall continue to perform their duties in accordance with laws, administrative regulations and the articles of association.
In case of any circumstance in paragraph 1 of this article, the company shall complete the by election within two months.
Article 14 when a director resigns or his term of office expires, he shall complete all handover procedures with the board of directors. His obligations to the company and shareholders shall not be automatically relieved within a reasonable period after his resignation report has not taken effect or has taken effect, and within a reasonable period after the end of his term of office. His obligations to keep the company’s business secrets confidential shall remain valid after the end of his term of office, Until the secret becomes public information. The duration of other obligations shall be determined in accordance with the principle of fairness, depending on the length of time between the occurrence of the event and departure, as well as the circumstances and conditions under which the relationship with the company ends.
Article 15 directors shall bear the following responsibilities:
(II) bear corresponding responsibilities for the company’s losses caused by the board’s major investment decision-making mistakes; If it is proved that the directors participating in the decision-making have acted in accordance with the principle of business judgment and indeed fulfilled the obligations of integrity and diligence, they can be exempted from liability;
(III) if a director violates the provisions of laws, administrative regulations and the articles of association when performing his duties and causes losses to the company, he shall be liable for compensation;
(IV) the directors shall be responsible for the resolutions of the board of directors. If the resolution of the board of directors violates laws, regulations or the articles of association, or causes losses to the company, the directors who vote in favor shall be liable for compensation to the company. If it is proved that the director who has expressed objection during voting and recorded it in the minutes of the meeting and voted against it may be exempted from liability. Directors who abstain from voting or fail to attend or entrust others to vote against shall not be exempted from liability; (V) directors who have not finished their term of office shall be liable for compensation for the losses caused to the company due to their unauthorized resignation.
Article 16 with the approval of the general meeting of shareholders, the company may purchase liability insurance for directors. Except for the responsibilities caused by the directors’ violation of laws, regulations and the articles of association.
Article 17 without the provisions of the articles of association or the legal authorization of the board of directors, no director shall act on behalf of the company or the board of directors in his own name. When a director acts in his own name, if the third party reasonably believes that the director is acting on behalf of the company or the board of directors, the director shall declare his position and identity in advance.
Chapter III board of directors
Article 18 the board of Directors consists of eight directors, including three independent directors and one employee representative director. The employee representative directors shall be elected by the employee congress.
Article 19 the board of directors shall be responsible for the general meeting of shareholders of the company and exercise the functions and powers conferred by the company law, the articles of association and the general meeting of shareholders of the company.
Article 20 main responsibilities of the board of directors:
(I) convene the general meeting of shareholders and report to the general meeting of shareholders;
(II) implement the resolutions of the general meeting of shareholders;
(III) decide on the company’s business plan and investment plan;
(IV) formulate the company’s annual financial budget plan and final account plan;
(V) formulate the company’s profit distribution plan and loss recovery plan;
(VII) draw up plans for the company’s major acquisition, acquisition of the company’s shares, merger, division, dissolution and change of company form;
(VIII) 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, external donation and other matters;
(IX) decide on the establishment of the company’s internal management organization;
(x) decide on the appointment or dismissal of the general manager, the Secretary of the board of directors and other senior managers of the company, and decide on their remuneration, rewards and punishments; According to the nomination of the general manager, appoint or dismiss the deputy manager, chief engineer, financial director and other senior managers of the company, and decide on their remuneration, rewards and punishments; Appointment company
