Jiangsu Jiuwu Hi-Tech Co.Ltd(300631)
Rules of procedure of the board of directors
February, 2002
Article 1 in order to standardize the discussion methods and decision-making procedures of the board of directors of Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) (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, according to the company law of the people's Republic of China and the securities law of the people's Republic of China These rules are formulated in accordance with the standards for the governance of listed companies and other relevant laws and regulations and the Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) articles of Association (hereinafter referred to as the "articles of association").
Article 2 the board of directors shall exercise its functions and powers in accordance with the relevant provisions of 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 has a securities investment department to handle the daily affairs of the board of directors. The Secretary of the board of directors may concurrently serve as the head of the securities investment department and be responsible for keeping the seal of the board of directors.
Article 4 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 5 before issuing the notice of convening the regular meeting of the board of directors, the securities investment department 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 solicit the opinions of the general manager and other senior managers as necessary before formulating a proposal.
Article 6 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 required by the securities regulatory authority;
(7) Other circumstances stipulated in the articles of association.
Article 7 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 securities investment department or directly. In a written proposal
The following items shall be specified:
(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 proposal and relevant materials, the securities investment department shall transmit them to the chairman of the board of directors on the same day. If the chairman believes 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 8 the meeting of the board of directors shall be convened and presided over by the chairman; If the 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 9 when convening regular and interim meetings of the board of directors, the securities investment department shall submit the written notice of the meeting stamped with the seal of the board of directors to all directors and supervisors, the general manager and the Secretary of the board of directors through personal service, fax, e-mail or other methods specified in the articles of association 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 can 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 10 the written notice of the meeting 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 (proposal of the meeting);
(4) The convener and moderator of the meeting, the proposer of the interim meeting and his written proposal;
(5) Materials necessary for voting at the meeting of directors;
(6) The 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 notice of oral meeting 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 11 after the written meeting notice of the regular meeting of the board of directors is issued, if it is necessary to change the time, place and other matters of the meeting or add, change or cancel the meeting proposal, a written change notice shall be issued 3 days before the original date of the meeting to explain the situation and the relevant contents and materials of the new proposal. If it is less than 3 days, the date of the meeting shall be postponed accordingly or the meeting shall be held on schedule after obtaining the approval of all directors attending the meeting.
After the notice of the interim meeting of the board of directors is issued, if it is necessary to change the time, place and other matters of the meeting or add, change or cancel the proposal of the meeting, it shall obtain the approval of all directors attending the meeting in advance and make corresponding records.
Article 12 the meeting of the board of directors shall be notified to all directors in advance as required, and sufficient meeting materials shall be provided, including all information, data and materials required by the directors to vote on the proposal, such as the relevant background materials of the meeting topics, the prior approval of independent directors, and timely respond to the inquiries raised by the directors, Supplement relevant meeting materials according to the requirements of the directors before the meeting.
Article 13 the meeting of the board of directors shall be held only when more than half of the directors are present.
When the relevant directors refuse to attend or are lazy to attend the meeting, resulting in failure to meet the minimum number of people required for the meeting, the chairman and the Secretary of the board of directors shall report to the regulatory authority in time.
Supervisors may attend the meetings of the board of directors as nonvoting delegates; If the general manager and the Secretary of the board of directors do not concurrently serve as directors, they shall attend the meetings of the board of directors as nonvoting delegates. If the chairman of the meeting deems it necessary, he may notify other relevant personnel to attend the meeting of the board of directors as nonvoting delegates.
Article 14 in principle, directors shall attend the meeting of the board of directors in person. If he is unable to attend the meeting for some reason, he shall review the meeting materials in advance, form a clear opinion, and entrust other directors in writing to attend the meeting on his behalf. The power of attorney shall state:
(1) The names of the trustor and the trustee;
(2) Brief comments of the client on each proposal;
(3) The scope of authorization of the client and instructions on the voting intention of the proposal;
(4) The effective date of the entrustment;
(5) Signature, date, etc. of the client.
If other directors are entrusted to sign written confirmation opinions on behalf of the regular report, special authorization shall be made in the power of attorney.
The entrusted director shall submit a written power of attorney to the chairman of the meeting and explain the entrusted attendance on the attendance book of the meeting.
Article 15 entrustment and entrustment to attend the meeting of the board of directors shall follow the following principles:
(1) When considering related party transactions, non related directors shall not entrust related directors to attend on their behalf; Affiliated directors shall not accept the entrustment of non affiliated directors;
(2) Independent directors shall not entrust non independent directors to attend on their behalf, and non independent directors shall not accept the entrustment of independent directors;
(3) A director shall not fully entrust other directors to attend on his behalf without stating his personal opinions and voting intention on the proposal, and the relevant directors shall not accept the entrustment with full authorization and unclear authorization.
(4) A director shall not accept the entrustment of more than two directors, nor shall a director entrust a director who has accepted the entrustment of two other directors to attend on his behalf.
Article 16 the board meeting shall be held on site. If necessary, the meeting can be held by video, telephone, fax or e-mail with the consent of the convener (host) and the proposer on the premise of ensuring that the directors can fully express their opinions. The interim meeting of the board of directors can also take on-site and
Other methods shall be held at the same time. If the number of directors present at the meeting or the number of directors who have expressed their opinions at the meeting is confirmed in writing or by fax or by telephone, the number of directors who have attended the meeting shall be confirmed in writing or within the specified time limit. During communication voting, the directors shall fax or email their written opinions and voting intentions on the matters under consideration to the board of directors after signing for confirmation. The board of directors shall count the voting results accordingly and form a resolution of the board of directors meeting.
Article 17 the chairman of the meeting shall request the directors attending the board meeting to express clear opinions on various proposals.
For proposals that require prior approval of independent directors according to regulations, the meeting host shall designate an independent director to read out the written approval opinions reached by independent directors before discussing relevant proposals.
If a director obstructs the normal progress of the meeting or affects the speeches of other directors, the chairman of the meeting shall stop it in time.
Unless unanimously agreed by all directors present at the meeting, the board meeting shall not vote on the proposal not included in the meeting notice. If a director is entrusted by other directors to attend the board meeting on his behalf, he shall not vote on the proposal not included in the meeting notice on behalf of other directors. Article 18 the directors shall carefully read the relevant meeting materials and express their opinions independently and prudently on the basis of full understanding of the situation.
Before the meeting, the directors may ask the securities investment department, the convener of the meeting, the general manager and other senior managers, various special committees, accounting firms, law firms and other relevant personnel and institutions for the information required for decision-making, or suggest to the host during the meeting to invite the representatives of the above personnel and institutions to attend the meeting to explain the relevant situation.
Article 19 after full discussion of each proposal, the chairman shall timely submit it to the directors attending the meeting for voting. Voting at the meeting shall be conducted by one person, one vote and open ballot.
The voting intentions of directors are divided into consent, objection and waiver. The directors attending the meeting shall take the above intention into consideration
If one of them is selected, and no choice is made or more than two intentions are selected at the same time, the chairman of the meeting shall require the relevant directors to choose again. If they refuse to choose, they shall be deemed to have abstained; Those who leave the venue halfway and do not return without making a choice shall be deemed to have abstained.
Article 20 after the voting of the directors attending the meeting is completed, the relevant staff of the securities investment department shall timely collect the voting votes of the directors and submit them to the Secretary of the board of directors for statistics under the supervision of a supervisor or independent director.
If a meeting is held on site, the host of the meeting shall announce the statistical results on the spot; In other cases, the chairman of the meeting shall require the Secretary of the board of directors to notify the directors of the voting results before the next working day after the end of the specified voting time limit.
If a director votes after the chairman of the meeting announces the voting results or after the specified voting time limit expires, the voting situation shall not be counted.
Article 21 except for the withdrawal of directors in these rules, if the board of directors deliberates and adopts the meeting proposal and forms relevant resolutions, more than half of the directors of the company must vote for the proposal. Where laws, administrative regulations and the articles of association stipulate that the formation of a resolution by the board of directors should obtain the consent of more directors, their provisions shall prevail.
In accordance with the provisions of the articles of association, the resolution of the board of directors on the guarantee matters within its authority must be approved by more than two-thirds of the directors attending the meeting, except that more than half of the directors of the company agree.
