Henan Qingshuiyuan Technology Co.Ltd(300437)
Rules of procedure of the board of directors
Chapter I General Provisions
Article 1 in accordance with 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 (hereinafter referred to as the Securities Law), the These rules of procedure are hereby formulated in accordance with the provisions of the standards for the governance of listed companies, the rules for the listing of shares on the gem of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem and the Henan Qingshuiyuan Technology Co.Ltd(300437) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the board of directors is the executive body of the general meeting of shareholders and the decision-making body of the company’s operation and management, and is responsible for the decision-making of the company’s development objectives and major business activities. The board of directors’ meetings, decisions and various arrangements for the implementation of decisions all aim at maximizing the interests of shareholders, treat all shareholders equally and pay attention to the interests of other relevant persons.
Article 3 the board of directors shall be responsible to the general meeting of shareholders and perform its duties in strict accordance with relevant national laws, regulations and the articles of association.
Article 4 these rules are binding on all directors of the company.
Chapter II powers and authorization of the board of directors
Article 5 the board of directors shall exercise the following functions and powers according to law:
(I) be responsible for convening the general meeting of shareholders and reporting to the general meeting;
(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;
(VI) formulate the company’s plans for increasing or reducing its registered capital, issuing bonds or other securities and listing; (VII) formulate plans for the company’s major acquisition, acquisition of the company’s shares or merger, division, dissolution and change of the company’s 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 president, 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 president, decide to appoint or dismiss the company’s vice president, chief financial officer, chief engineer 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 information disclosure of the company;
（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;
（16） Other functions and powers granted by laws, administrative regulations or the articles of association.
Article 6 the board of directors shall determine the authority of external investment, acquisition or sale of assets, asset mortgage, external guarantee, entrusted financial management, related party transactions and external donation, and establish strict review and decision-making procedures; Major investment projects shall be reviewed by relevant experts and professionals and reported to the general meeting of shareholders for approval.
The external guarantee of the company, regardless of the amount, shall be submitted to the board of directors or the general meeting of shareholders for deliberation and approval, and no individual has the right to decide; All external guarantees that fail to meet the deliberation standards of the general meeting of shareholders shall be deliberated and approved by the board of directors. Article 7 major transactions of the company (except the provision of guarantee and financial assistance) that meet one of the following standards within 12 consecutive months shall be reviewed and approved by the board of directors:
(I) the total assets involved in the transaction account for more than 10% of the company’s total assets audited in the latest period. If the total assets involved in the transaction have both book value and evaluation value, the higher one shall be taken as the calculation data;
(II) 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;
(III) 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 company in the latest fiscal year, and the absolute amount exceeds 1 million yuan;
(IV) 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;
(V) 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.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
If the above-mentioned related matters listed in this article need to be approved by the general meeting of shareholders in accordance with the provisions of the articles of association, they shall be submitted to the general meeting of shareholders for deliberation and approval after being deliberated and approved by the board of directors. The authorization required for the company’s daily production and operation activities shall be implemented in accordance with the company’s internal control systems.
The transactions referred to in this article include the purchase or sale of assets; Foreign investment (including entrusted financial management; investment in subsidiaries, except the establishment or capital increase of wholly-owned subsidiaries; providing financial assistance (providing guarantee for others, including guarantee for holding subsidiaries); Leased in or leased out assets; Sign management contracts (including entrusted operation, entrusted operation, etc.); Donated or donated assets; Reorganization of creditor’s rights or debts; Transfer of research and development projects; Sign the license agreement; Transfer of research and development projects; Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.); Other transactions recognized by the stock exchange.
The transactions mentioned in the preceding paragraph do not include the purchase of raw materials, fuels and power related to daily operation, and the purchase or sale of assets related to daily operation such as the sale of products and commodities, but the purchase or sale of such assets involved in asset replacement is still included.
Article 8 related party transactions with related natural persons (except for the guarantee and financial assistance provided by the company) with an amount of more than 300000 yuan, transactions with related legal persons (except for the guarantee and financial assistance provided by the company) with an 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, It shall be examined and approved by the board of directors. The provisions of the preceding paragraph shall apply to the transactions between the company and the same connected person (including other connected persons controlled by the same subject or having equity control relationship with each other) and the transactions with different connected persons related to the same transaction object in accordance with the principle of cumulative calculation for 12 consecutive months.
Article 9 the company shall not provide funds and other financial assistance to directors, supervisors, senior managers, controlling shareholders, actual controllers and their holding subsidiaries. The company shall prudently provide financial assistance or entrusted financial management to related parties
Where the company entrusts financial management to related parties, it shall take the amount incurred as the calculation standard of disclosure and calculate it cumulatively within 12 consecutive months according to the transaction type, and the provisions of Article 8 shall apply.
Those who have fulfilled relevant obligations in accordance with Article 8 shall not be included in the scope of relevant cumulative calculation.
Article 10 the company’s transactions or investment projects involving entrusted financial management, entrusted loans and external guarantees, regardless of the amount, shall be submitted to the board of directors or the general meeting of shareholders for deliberation and approval, and no individual has the right to decide.
Article 11 Where the above-mentioned major transactions, related party transactions or investment projects of the company need to be approved by the general meeting of shareholders in accordance with the provisions of the articles of association, they shall be submitted to the general meeting of shareholders for deliberation and approval after being deliberated and approved by the board of directors. The authorization required for the company’s daily production and operation activities shall be implemented in accordance with the company’s internal control systems.
Article 12 the above-mentioned transactions, except those deliberated and approved by the general meeting of shareholders and the board of directors, shall be decided by the chairman or by the president after being authorized by the chairman. The authorization involved in the daily production and operation activities beyond the scope of authority of the board of directors shall be determined by the chairman of the board of directors, and may be delegated to the president within the scope of authorization specified in the company’s internal control system.
The board of directors of the company shall organize the Secretary of the board of directors and the management to formulate various internal control systems of the company. If they belong to the basic system of the company, they shall be implemented after deliberation and approval by the board of directors, and those involving the functions and powers of the general meeting of shareholders shall also be submitted to the general meeting of shareholders for deliberation and approval.
Chapter III composition of the board of directors
Article 13 the composition of the board of directors shall comply with the provisions of the articles of association.
The board of directors shall have a reasonable professional structure, and the members of the board of directors shall have the knowledge, skills and quality necessary for performing their duties.
Section 1 directors
Article 14 the directors of the company are natural persons, and the directors need not hold the shares of the company.
Article 15 a person may not serve as a director of a company under any of the following circumstances:
(I) no or limited capacity for civil conduct;
(II) being sentenced to criminal punishment for corruption, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy, less than five years after the expiration of the execution period, or being deprived of political rights due to a crime, less than five years after the expiration of the execution period;
(III) where he is a director or factory director, President or vice president of a company or enterprise in bankruptcy liquidation and is personally responsible for the bankruptcy of the company or enterprise, less than three years have elapsed since the completion of the bankruptcy liquidation of the company or enterprise; (IV) having served as the legal representative of a company or enterprise whose business license has been revoked or ordered to close down due to violation of law, and having personal responsibility, less than three years have elapsed since the date of revocation of the business license of the company or enterprise;
(V) a large amount of personal debt is not paid off when due;
(VI) being prohibited from entering the securities market by the CSRC, and the time limit has not expired;
(VII) other contents of laws, administrative regulations or provisions.
If a director is elected or appointed in violation of the provisions of this article, the election, appointment or employment shall be invalid. If any of the circumstances set forth in this article occurs to a director during his term of office, the company shall remove him from his post.
Article 16 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 each director is three years. A director may be re elected upon expiration of his term of office.
The term of office of the directors shall be calculated from the date of adoption of the resolution of the general meeting of shareholders 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, the articles of association and these rules of procedure before the re elected director takes office.
The term of office of directors who are newly elected or by elected in each term of office shall be the remaining term of office of the current board of directors, that is, from the date when the general meeting of shareholders approves their directors to the date when the general meeting of shareholders elects directors after the expiration of the term of office of the current board of directors is held.
Article 17 a director may be concurrently held by the president or other senior managers, but the total number of directors concurrently holding the post of president or other senior managers shall not exceed one-half of the total number of directors of the company.
Article 18 where the general meeting of shareholders intends to discuss the election of directors, the notice of the general meeting of shareholders shall fully disclose the detailed information of the candidates to ensure that shareholders have sufficient knowledge of the candidates during voting.
The disclosed information shall at least include the following contents:
(I) education background, work experience, part-time job and other personal information;
(II) whether there is a related relationship with the company or the controlling shareholder and actual controller of the company;
(III) the number of shares held by the company;
(IV) whether they have been punished by the CSRC and other relevant departments and the stock exchange;
(V) other matters that the general meeting of shareholders considers should be disclosed.
Article 19 the methods and procedures for nomination of directors are as follows:
(I) the board of directors, the board of supervisors and shareholders who individually or jointly hold more than 3% of the issued shares of the company may nominate candidates for non independent directors; The nominee shall seek the consent of the nominee in advance before submitting the proposal of director candidate. The candidates for directors shall make a written commitment before the general meeting of shareholders, agree to accept the nomination, promise that the information of the candidates for directors publicly disclosed is true and complete, and ensure the effective performance of the duties of directors after election. (II) the board of directors, the board of supervisors and shareholders who individually or jointly hold more than 1% of the issued shares of the company may nominate candidates for independent directors; The nominee shall obtain the consent of the nominee before nomination. The nominee shall fully understand the nominee’s occupation, educational background, professional title, detailed work experience and all part-time jobs, and express his opinions on his qualification and independence as an independent director. The nominee shall make a statement that there is no relationship between himself and the company that affects his independent and objective judgment. Before the shareholders’ meeting for the election of independent directors is held, the board of directors of the company shall notify the shareholders of the above contents in writing in accordance with the regulations.
Article 20 the directors of the company shall timely attend the meetings of the board of directors and the general meeting of shareholders in accordance with the notice of the company’s meeting, exercise their voting rights and accept the questions or questions of the board of supervisors or shareholders in accordance with the provisions.
The directors of the company shall receive training and participate in research according to the requirements of the company, stock exchanges and securities regulatory authorities.
Article 21 the directors shall keep their means of communication in the office of the board of directors, and timely notify the office of the board of directors when the means of communication is changed. The directors shall ensure that the communication methods retained by them are smooth and convenient, so as to ensure that the office of the board of directors can contact them in time.
Article 22 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 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. In addition to the above circumstances and the circumstances stipulated in the company law that an independent director shall not be removed from office without reason before the expiration of his term of office.
Article 23 no director may act on behalf of the company or the board of directors in his own name without the provisions of the articles of association or the legal authorization of the board of directors. 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.
Article 24 a director may resign before the expiration of his term of office. If a director resigns, he shall submit a written resignation report to the board of directors. The board of directors shall disclose relevant information within 2 days.
Article 25 If the board of directors of the company is lower than the minimum quorum due to the resignation of directors, 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. The resignation report of the director shall be filled by the next director
