Tianjin Motimo Membrane Technology Co.Ltd(300334)
Rules of procedure of the board of directors
(revised in December 2021)
catalogue
Chapter I General Provisions two
Chapter II functions and powers of the board of Directors two
Chapter III meeting system of the board of Directors six
Chapter IV convening of the board meeting seven
Chapter V convening of the board meeting eight
Chapter VI discussion and voting procedures of the board of Directors nine
Chapter VII resolutions and minutes of the board meeting ten
Chapter VIII Supplementary Provisions twelve
general provisions
Article 1 in order to standardize the discussion methods and decision-making procedures of the board of directors of Tianjin Motimo Membrane Technology Co.Ltd(300334) (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 (hereinafter referred to as “the company law”) These rules are formulated in accordance with the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange gem, the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem, the Tianjin Motimo Membrane Technology Co.Ltd(300334) articles of Association (hereinafter referred to as the “articles of association”) and other relevant laws and regulations.
Article 2 the board of directors is the operation 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 the board of directors is composed of 10 directors, including 5 independent directors and 1 Chairman. At least one independent director shall be a financial professional with senior professional title or certified public accountant qualification.
Article 4 the board of directors has four special committees, including the strategy committee, the audit committee, the nomination committee and the remuneration and assessment committee, and may also set up other special committees as needed. The members of the special committee are all composed of directors. Independent directors shall account for the majority and act as the convener in the audit committee, nomination committee and remuneration and assessment committee. At least one independent director in the audit committee shall be an accounting professional.
Article 5 the company appoints the Secretary of the board of directors to be 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 shareholders’ information, and the handling of information disclosure.
Article 6 the board of directors shall set up the office of the board of directors to handle the daily affairs of the board of directors. The Secretary of the board of directors also serves as the person in charge of the office of the board of directors and keeps the seals of the board of directors and the office of the board of directors.
Chapter II functions and powers of the board of directors
Article 7 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 the company’s plans for increasing or reducing registered capital, issuing bonds or other securities and listing;
（7） To formulate plans for the company’s major acquisition, acquisition of the company’s shares, merger, division, dissolution and change of company form;
（8） 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, etc;
（9） Decide on the establishment of the company’s internal management organization;
（10） Appoint or dismiss the general manager and Secretary of the board of directors of the company; 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;
（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 general manager of the company and check the work of the general manager;
（16） 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 8 unless otherwise provided by laws, administrative 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 providing guarantee and financial assistance):
（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 evaluated value, the higher shall be taken as the calculation basis;
（2） 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;
（3） 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 1 million yuan;
（4） 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;
（5） The profit generated from the transaction accounts for 10% of the audited net profit of the listed company in the latest fiscal year
If the data involved in the above index calculation is negative, take its absolute value for calculation. The “transaction” mentioned in this article refers to the following transactions:
（1） Purchase or sale of assets;
（2） Foreign investment (including entrusted financial management and investment in subsidiaries, except for the establishment or capital increase of wholly-owned subsidiaries);
（3） Provide financial assistance (including entrusted loans);
（4） Providing guarantee (refers to the guarantee provided by the listed company for others, including the guarantee for the holding subsidiary);
（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） Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.).
The following activities of the company do not belong to the matters specified in the preceding paragraph:
(i) Purchase of raw materials, fuel and power related to daily operation (excluding the purchase and sale of such assets involved in asset replacement);
（2） Sell products, commodities and other assets related to daily operation (excluding the purchase and sale of such assets involved in asset replacement);
（3） Although the transactions specified in the preceding paragraph are carried out, they belong to the main business activities of the company.
Unless otherwise specified in the Shenzhen Stock Exchange GEM Listing Rules and other business rules of Shenzhen Stock Exchange, such as providing guarantee and entrusted financial management, when the company conducts transactions related to the same category and subject matter, the provisions of Article 8 of these Rules shall apply in accordance with the principle of cumulative calculation for 12 consecutive months.
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 taken as the calculation standard, and the provisions of Article 8 of these Rules shall apply.
If the aforesaid equity transaction does not lead to any change in the scope of the consolidated statements, the relevant financial indicators shall be calculated according to the change proportion of the equity held by the company, and the provisions of Article 8 of these Rules shall apply.
Where a company invests abroad to establish a limited liability company or a joint stock limited company, and the capital contribution can be paid in installments in accordance with Article 26 or Article 80 of the company law, the provisions of paragraph 1 of this article shall apply based on the total capital contribution agreed upon in the agreement.
The financial assistance provided by the company shall be approved by more than two-thirds of the directors attending the meeting of the board of directors and make a resolution to timely perform the obligation of information disclosure.
In case of any of the following circumstances, the financial assistance shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
(i) The latest audited asset liability ratio of the funded object exceeds 70%;
（2） The amount of single financial assistance or the cumulative amount of financial assistance provided within 12 consecutive months exceeds 10% of the company’s latest audited net assets;
（3） Other circumstances stipulated in the articles of association.
The object of the company’s subsidy is the holding subsidiary within the scope of the company’s consolidated statements with a shareholding ratio of more than 50%, which is exempted from the provisions of the first two paragraphs.
Article 9 Where the amount of transactions (except the provision of guarantees) between the company and related parties exceeds 30 million yuan and accounts for more than 5% of the absolute value of the latest audited net assets of the company, it shall be submitted to the general meeting of shareholders for deliberation.
Article 10 the single amount of the company’s loans accounting for more than 10% (excluding 10%) to less than 50% (including 50%) of the company’s audited net assets in the latest year shall be reviewed and approved by the board of directors. The single amount of the company accounts for more than 50% of the company’s audited net assets in the latest year Loans (excluding 50%) shall be submitted to the general meeting of shareholders for approval after being reviewed and approved by the board of directors. For loans reviewed and approved by the general meeting of shareholders or the board of directors, the chairman of the board of directors may sign relevant contracts, agreements and other legal documents on behalf of the company and handle other matters related to loans.
Article 11 at the beginning of each year, the board of directors of the company may submit to the general meeting of shareholders for deliberation and approval of the annual maximum loan amount. Within the loan limit approved by the general meeting of shareholders, if there is no special need, the board of directors will no longer form a resolution on the loan one by one. The chairman can sign relevant contracts, agreements and other legal documents on behalf of the company and handle other matters related to the loan.
Article 12 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:
（1） The amount of a single guarantee exceeds 10% of the company’s latest audited net assets;
（2） Any guarantee provided after the total amount of guarantee provided by the company and its holding subsidiaries exceeds 50% of the company’s latest audited net assets;
（3） Guarantee provided for guarantee objects with asset liability ratio exceeding 70%;
（4） The guarantee amount exceeds 50% of the company’s latest audited net assets and the absolute amount exceeds 50 million yuan within 12 consecutive months;
（5） The guarantee amount exceeds 30% of the company’s latest audited total assets within 12 consecutive months;
（6） Guarantees provided to shareholders, actual controllers and their affiliates;
（7） Other guarantees that shall be deliberated and approved by the general meeting of shareholders as stipulated in the articles of association.
When the board of directors deliberates the guarantee matters, it must be deliberated and approved by more than two-thirds of the directors present at the meeting of the board of directors.
Chapter III meeting system of the board of directors
Article 13 the meetings of the board of directors are divided into regular meetings and interim meetings.
Article 14 the board of directors shall hold at least one regular meeting in each of the previous and next half years. Article 15 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 all directors, preliminarily form the meeting proposal and submit it to the chairman for formulation.
The chairman of the board of directors shall, as necessary, seek the opinions of the general manager and other senior managers before formulating a proposal. The chairman of the board of directors shall, as necessary, seek the opinions of the general manager and other senior managers before formulating a proposal.
Article 16 under any of the following circumstances, the board of directors shall convene an interim meeting:
（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;
Other circumstances stipulated by laws, regulations or the articles of association.
Article 17 Where an interim meeting of the board of directors is proposed 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 be 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 shall convene and preside over the meeting of the board of directors within 10 days after receiving the proposal.
Chapter IV convening of board meetings
Article 18 the meeting of the board of directors shall be held by the chairman of the board of directors
