Guocheng Mining Co.Ltd(000688) rules of procedure of the board of directors
Chapter I General Provisions
Article 1 in order to standardize the discussion methods and decision-making procedures of the board of directors of Guocheng Mining Co.Ltd(000688) (hereinafter referred to as "the company"), promote the directors and the board of directors to effectively perform their duties, improve the standard operation and scientific decision-making level of the board of directors, and give full play to the central role of the board of directors in business decision-making, in accordance with the company law of the people's Republic of China and the guidelines for the governance of listed companies These rules are formulated in accordance with the Listing Rules of Shenzhen Stock Exchange, the Guocheng Mining Co.Ltd(000688) articles of association and other relevant laws and regulations.
Article 2 the board of directors is the business decision-making body of the company. Entrusted by the general meeting of shareholders, the board of directors is responsible for the operation and management of the company's corporate property and is responsible to the general meeting of shareholders.
Article 3 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. The term of office is calculated from the date of adoption by the general meeting of shareholders to the expiration of the term of office of the current board of directors. Upon expiration of the term of office, they can be re elected.
Article 4 the board of Directors consists of nine directors, three of whom are independent directors, with one chairman and one vice chairman. The chairman and vice chairman shall be elected by the board of directors by more than half of all directors. The members of the board of directors shall have the knowledge, skills and qualities necessary to perform their duties, and at least one independent director shall be an accounting professional.
Article 5 the board of directors has four special committees, including the strategy committee, the remuneration and assessment committee, the audit committee and the nomination committee, and may also set up other special committees as needed. The special committee is responsible to the board of directors and performs its duties in accordance with the articles of association and the authorization of the board of directors. The proposal of the special committee shall be submitted to the board of directors for deliberation and decision. The members of the special committee are all composed of directors. Independent directors shall account for the majority of the remuneration and assessment committee, audit committee and Nomination Committee and act as the convener. The convener of the audit committee is an accounting professional. The internal audit department is responsible to the audit committee and reports to the audit committee.
The special committee may hire an intermediary institution to provide professional advice, and the relevant expenses shall be borne by the company.
Article 6 the company has a secretary of the board of directors, who is responsible for the preparation of the general meeting of shareholders and the meeting of the board of directors, the custody of documents, the management of the company's shareholder information, the handling of information disclosure, investor relations and other matters. The Secretary of the board of directors shall be nominated by the chairman and appointed or dismissed by the board of directors.
As a senior manager of the company, the Secretary of the board of directors has the right to attend relevant meetings, consult relevant documents and understand the company's finance and operation in order to perform his duties. The board of directors and other senior managers shall support the work of the Secretary of the board of directors. No institution or individual shall interfere with the normal performance of duties of the Secretary of the board of directors.
Article 7 the board of directors shall set up the office of the board of directors to handle the daily affairs of the board of directors.
Chapter II functions and powers of the board of directors
Article 8 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 plan and final account plan;
（5） Formulate the company's profit distribution plan and loss recovery plan;
（6） Formulate plans for the company to increase or reduce its registered capital, issue bonds or other securities and list;
（7） Draw up plans for the acquisition, merger, sale and replacement of major assets of the company that need to be deliberated and approved by the general meeting of shareholders, as well as plans for merger, division, dissolution and change of company form;
（8） To decide on the acquisition of shares of the company due to the use of shares in employee stock ownership plans or equity incentives, the use of shares in the conversion of corporate bonds convertible into shares issued by the company, and the necessity of the company to maintain the value of the company and shareholders' rights and interests; （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 and other matters;
（10） Decision on the establishment of the company's internal management organization;
（11） Appoint or dismiss the general manager, Secretary of the board of directors and other senior managers of the company, and decide on their remuneration, rewards and punishments; Appoint or dismiss the company's deputy general manager, chief financial officer and other senior managers according to the nomination of the general manager, and decide on their remuneration, rewards and punishments;
（12） Formulate the basic management system of the company;
（13） Formulate the amendment plan of the articles of Association;
（14） Manage the information disclosure of the company;
（15） Propose to the general meeting of shareholders to hire or replace the accounting firm audited by the company;
（16） Listen to the work report of the general manager of the company and check the work of the general manager;
（17） The company can carry out derivative investment. The types of investment that the board of directors can decide are: the hedging business of electrolytic zinc, electrolytic lead, cathode copper, gold and silver in the domestic market. For the hedging of the company's products, the futures position shall not exceed 115% of the output in the same period; For the hedging of the company's comprehensive trade, the futures position shall not exceed the total amount of spot transactions in the same period. Derivatives investments beyond the authority of the board of directors and not for hedging purposes shall be submitted to the general meeting of shareholders for deliberation;
（17） 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 9 unless otherwise provided by laws, regulations, the articles of association and these rules, the board of directors shall consider and approve transactions that meet one of the following standards (except for cash gifts and guarantees provided by the company):
(1) The total assets involved in the transaction account for more than 10% of the total audited assets of the listed company in the latest period. If the total assets involved in the transaction have both book value and assessed value, the higher one shall prevail as the calculation data;
(2) ) the net assets involved in the subject matter of the transaction (such as equity) account for more than 10% of the latest audited net assets of the listed company, and the absolute amount exceeds 10 million yuan. If the net assets involved in the transaction have both book value and assessed value, the higher one shall prevail;
(3) 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 listed company in the latest fiscal year, and the absolute amount exceeds 10 million yuan;
(4) 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 listed company in the latest fiscal year, and the absolute amount exceeds one million yuan;
(5) The transaction amount (including debts and expenses) of the transaction accounts for more than 10% of the latest audited net assets of the listed company, and the absolute amount exceeds 10 million yuan;
(6) The profit generated from the transaction accounts for more than 10% of the audited net profit of the listed company in the latest fiscal year, and the absolute amount exceeds one million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
If the subject matter of the transaction is equity and the purchase or sale of the equity will change the scope of the company's consolidated statements, all assets and operating income of the company corresponding to the equity shall be regarded as the total assets involved in the transaction and the operating income related to the subject matter of the transaction.
Where a company invests to establish a limited liability company or a joint stock limited company, the provisions of Article 9 of these Rules shall apply based on the total amount of capital contribution agreed upon in the agreement.
When the company conducts transactions such as "providing financial assistance", "entrusted financial management" and "external donation", it shall take the amount incurred as the calculation standard and calculate it cumulatively within 12 consecutive months according to the transaction type. When the company conducts other transactions other than "providing financial assistance", "entrusted financial management" and "external donation", it shall cumulatively calculate the similar transactions related to the transaction object within 12 consecutive months. Those who have fulfilled relevant obligations in accordance with relevant provisions will not be included in the scope of relevant cumulative calculation.
If the matters deliberated by the board of directors meet one of the standards specified in Article 6.1 of the Listing Rules of Shenzhen Stock Exchange or meet the requirements of relevant systems formulated by the company, they shall be submitted to the general meeting of shareholders of the company for deliberation and approval.
The board of directors shall review and approve the securities investment, entrusted wealth management or derivative investment of the company, and shall not delegate the approval power of the above matters to the individual directors or the general manager of the company, regardless of the amount.
The "transaction" mentioned in this article refers to the following transactions:
（1） Purchase or sale of assets;
（2） Foreign investment (including entrusted financial management, entrusted loans, investment in subsidiaries, etc.);
（3） Provide financial assistance;
（4） Provide guarantee;
（5） Leased in or leased out assets
（6） Sign management contracts (including entrusted operation, entrusted operation, etc.);
（7） Donated or donated assets;
（8） Reorganization of creditor's rights or debts;
（9） Transfer of research and development projects;
（10） Sign the license agreement;
（11） Other transactions recognized by Shenzhen Stock Exchange.
The above purchased and sold assets do not include the purchase of raw materials, fuel and power, and the sale of products, commodities and other assets related to daily operation, but the purchase and sale of such assets are still included in the asset replacement.
Article 10 related party transactions between the company and related legal persons (or other organizations) with a transaction amount of more than 3 million yuan and accounting for more than 0.5% of the absolute value of the company's latest audited net assets shall be disclosed in time after deliberation by the board of directors.
Related party transactions with a transaction amount of more than 300000 yuan between the company and related natural persons shall be disclosed in time after deliberation by the board of directors.
Article 11 except that the following guarantee matters shall be submitted to the general meeting of shareholders for deliberation and approval after being deliberated and approved by the board of directors, other guarantee matters shall be deliberated and approved by the board of directors:
(I) any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries exceeds 50% of the latest audited net assets of the listed company;
(II) any guarantee provided after the total amount of external guarantee of the company exceeds 30% of the total assets audited in the latest period; (III) the company's guarantee amount within one year exceeds 30% of the company's latest audited total assets;
(IV) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(V) the amount of a single guarantee exceeds 10% of the latest audited net assets of the listed company;
(VI) guarantees provided to shareholders, actual controllers and their related parties;
(VII) other guarantees that shall be deliberated and approved by the general meeting of shareholders in accordance with laws, regulations and the articles of association.
In addition to the approval of more than two-thirds of the board of directors, the matters that shall be considered and approved by the board of directors shall also be approved by more than two-thirds of the board of directors. When the general meeting of shareholders deliberates the guarantee matters in Item (IV) of the preceding paragraph, it shall be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting.
When the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers and their affiliates, the shareholders or shareholders controlled by the actual controllers shall not participate in the voting, and the voting shall be passed by more than half of the voting rights held by other shareholders attending the general meeting of shareholders.
Without the approval of the board of directors or the general meeting of shareholders, the company shall not provide external guarantee.
Article 12 the chairman shall exercise the following functions and powers:
（1） Preside over the general meeting of shareholders and convene and preside over the meeting of the board of directors;
（2） Supervise and inspect the implementation of the resolutions of the board of directors;
（3） Sign the company's shares, corporate bonds and other securities;
（4） Sign important documents of the board of directors;
（5） In case of force majeure such as catastrophic natural disasters, exercise the special disposal right of the company's affairs in line with the legal provisions and the interests of the company, and report to the board of directors and the general meeting of shareholders afterwards;
（6） Other functions and powers authorized by the board of directors.
When exercising his powers within his terms of reference (including authorization), the chairman of the board of directors shall make prudent decisions on matters that may have a significant impact on the operation of the company, and submit them to the board of directors for collective decision-making when necessary.
Article 13 major matters shall be collectively decided by the board of directors. A transaction of the company ("transaction" refers to the transaction matters specified in Article 8 of these rules, except that the company receives cash and provides guarantee), except for securities investment, entrusted wealth management or derivative investment, if it fails to meet one of the standards specified in Article 9 of these rules, it may be approved and decided by the general manager or chairman of the company in accordance with the company's system.
The company shall not delegate the functions and powers legally exercised by the board of directors to the chairman, general manager, etc.
Article 14 the board of directors authorizes the general manager to approve and decide on related party transactions that meet the following standards (except for cash gifts and guarantees provided by the company):
（1） The transaction amount between the company and the affiliated legal person does not exceed 3 million yuan, or the absolute value of the latest audited net assets of the company does not exceed 0.5%.
（2） The transaction amount between the company and related natural persons does not exceed 300000 yuan.
Article 15 the board of directors may publicly solicit shareholders' voting rights, but shall not solicit shareholders' voting rights by means of compensation or compensation in disguised form.
Chapter III board meeting system
Article 16 the meetings of the board of directors are divided into regular meetings and interim meetings.
Article 17 the board of directors shall hold at least one regular meeting in each of the two semi annual periods.
Article 18 before issuing the notice of convening the regular meeting of the board of directors, the office of the board of directors shall solicit the opinions of all directors, preliminarily form the meeting proposal and submit it to the chairman of the board of directors for formulation. The chairman may seek the opinions of the general manager and other senior managers as necessary before formulating the proposal.
Article 19 under any of the following circumstances, the board of directors shall convene an interim meeting in time:
（1） 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 more than 1 / 2 of the independent directors propose;
（5） When the chairman considers it necessary;
（6） When proposed by the general manager;
（7） Other circumstances stipulated by laws, regulations or the articles of association.
