China United Network Communications Limited(600050) rules of procedure of the board of directors
Deliberated and adopted at the fourth extraordinary general meeting of shareholders in 2021
China United Network Communications Limited(600050)
Rules of procedure of the board of directors
Article 1 Purpose
In order to thoroughly implement the thought of socialism with Chinese characteristics in the Xi Jinping new era, unify strengthening the party's leadership and improving corporate governance, further strengthen the construction of the board of directors of China United Network Communications Limited(600050) (hereinafter referred to as "the company" or "the company"), accelerate the improvement of the modern enterprise system with Chinese characteristics, and promote the better transformation of institutional advantages into governance efficiency, Further standardize the discussion methods and decision-making procedures of the company's board of directors, promote the directors and the board of directors to effectively perform their duties, and improve the standardized operation and scientific decision-making level of the board of directors. In accordance with the company law of the people's Republic of China (hereinafter referred to as the company law), the securities law of the people's Republic of China (hereinafter referred to as the Securities Law), and the governance standards of listed companies These rules are formulated in accordance with the stock listing rules of Shanghai Stock Exchange (hereinafter referred to as the Listing Rules), the model rules for the proceedings of the board of directors of listed companies of Shanghai Stock Exchange (hereinafter referred to as the model rules), the China United Network Communications Limited(600050) articles of Association (hereinafter referred to as the articles of association) and other relevant provisions.
The board of directors shall adhere to the statutory, transparent and unified rights and responsibilities, grasp the functional orientation, faithfully perform their duties, improve the level of scientific, democratic and legal decision-making, safeguard the interests of shareholders and enterprises and the legitimate rights and interests of employees, promote the high-quality development of the company, and make the company stronger, better and bigger.
Article 2 positioning
The company's Party committee has a legal status in the company's governance structure, and the board of directors shall maintain the leading role of the Party committee in taking direction, managing the overall situation and promoting implementation in the company.
The board of directors is the main body of the company's business decision-making, making strategies, making decisions and preventing risks, exercising the decision-making power on major issues of the company in accordance with legal procedures and the articles of association, and strengthening the management and supervision of the management.
Article 3 procedures for deciding major issues
Major business and management matters shall be studied and discussed by the party organization of the company before the board of directors makes a decision in accordance with its functions and powers and specified procedures. For major matters involving national security, the company shall report to the superior department for approval in accordance with the national security law of the people's Republic of China and the procedures stipulated by relevant departments, so as to ensure the security of national telecommunications network and information.
Article 4 approval authority of major transactions
If the group has transactions defined in "transactions to be disclosed" and "connected transactions" in the listing rules, which meet the transaction standards to be disclosed specified in the listing rules, but fail to meet the deliberation standards of the general meeting of shareholders, it shall be deliberated and approved by the board of directors of the company.
Where there are other provisions in the listing rules or other laws, regulations and normative documents, the provisions of the listing rules or other laws, regulations and normative documents shall prevail. The company may exempt or apply for exemption from deliberation and disclosure in accordance with laws, regulations, departmental rules and listing rules.
Article 5 Office of the board of directors
The office of the board of directors is set up under the board of directors to handle the daily affairs of the board of directors and keep the seal of the board of directors.
Article 6 regular meetings
The meetings of the board of directors are divided into regular meetings and interim meetings. The frequency of meetings shall meet the needs of the board of directors in performing its duties.
The board of directors shall hold at least 4 regular meetings every year.. 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 proposal for the regular meeting, and submit it to the chairman for preliminary examination and approval; The chairman of the board of directors shall, as necessary, seek the opinions of the president and other senior managers before formulating a proposal.
Article 7 interim meeting
Under any of the following circumstances, the board of directors shall convene an interim meeting:
(i) 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 all independent directors propose;
（6） When proposed by the president;
（7） When required by the securities regulatory authority;
（8） Other circumstances stipulated in the articles of association of the company.
The chairman shall convene and preside over the meeting of the board of directors within 10 days after receiving the proposal. Article 8 convening and presiding over the meeting
The board meeting shall be convened and presided over by the chairman; If the chairman is unable or fails to perform his duties, a director jointly recommended by more than half of the directors shall convene and preside over the meeting.
Article 9 notice of meeting
When convening regular and interim meetings of the board of directors, the office of the board of directors shall submit the written notice of the meeting to all directors and supervisors, the president and the Secretary of the board of directors by direct delivery, fax, e-mail or other means 10 and 5 days in advance respectively.
In case of emergency, if it is really necessary to convene an interim meeting of the board of directors as soon as possible, the meeting notice can be sent by direct delivery, fax, e-mail, telephone or other written or oral means at any time. Article 10 contents of meeting notice
The written meeting notice shall at least include the following contents:
(i) Date and place of the meeting;
（2） Convening method of the meeting;
（3） Duration of the meeting;
（4） Causes and topics;
（5） The date on which the notice was given;
（6） Contact person and contact information.
The oral meeting notice shall at least include the contents of items (I) and (II) above, as well as the description of the urgent need to convene an interim meeting of the board of directors as soon as possible.
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 three days before the originally scheduled meeting to explain the situation and the relevant contents and materials of the new proposal. If it is less than three days, the date of the meeting shall be postponed accordingly or the meeting shall be held on schedule after obtaining the approval of more than half of the directors.
After the notice of the interim meeting of the board of directors is issued, if it is necessary to change the time and place of the meeting or add, change or cancel the proposal of the meeting, it shall be approved by more than half of the directors.
Article 12 convening of the meeting
Unless otherwise specified in the articles of association, 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 delay in attending 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 a timely manner.
If the president 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; Supervisors and the person in charge of the company's Discipline Inspection Commission may attend the board of directors and relevant meetings as nonvoting delegates; If the matters considered by the board of directors involve legal issues, the general legal adviser shall attend as nonvoting delegates and put forward legal opinions. If the chairman of the meeting deems it necessary, he may arrange relevant managers, heads of functional departments, experts and other relevant personnel to attend the board of directors and relevant meetings as nonvoting delegates to explain the proposals involved, accept questions or provide advice.
Article 13 attendance in person and entrusted attendance
In principle, directors shall attend the board meeting 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 at least specify:
(i) The names of the principal and the trustee;
（2） The scope of authorization of the client and instructions on the voting intention of the proposal;
（3） Signature or seal of the client, date, etc.
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.
If a director fails to attend the meeting of the board of directors in person or entrust a representative to attend, he shall be deemed to have waived his voting right at such meeting.
Article 14 restrictions on entrusted attendance
Entrustment and entrustment to attend the meeting of the board of directors shall follow the following principles:
(i) 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） Directors shall not fully entrust other directors to attend on their behalf without stating their personal opinions and voting intentions on the proposal, and relevant directors shall not accept 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 15 convening method of the meeting
The board meeting shall be held on site. If necessary, on the premise of ensuring that directors can master enough information and fully express their opinions, the board meeting can also be held by means of communication, or by means of on-site and communication at the same time. Communication methods include video conference, telephone conference, written conference, etc. Participation in the above form shall be deemed to be in person.
Article 16 deliberation procedures of the meeting
The deliberations of the board of directors are generally conducted in accordance with the following procedures:
(i) Senior managers study and formulate proposals on the basis of full investigation and scientific demonstration. According to relevant regulations and work needs, carry out feasibility study, risk assessment, due diligence, legal review, etc. in advance. The board of directors shall arrange directors to investigate particularly important or complex and sensitive matters. If necessary, the special committee of the board of directors may also organize and formulate proposals on relevant matters.
Senior managers shall be responsible for the authenticity, accuracy and completeness of the information they provide.
（2） The proposed scheme is generally communicated and deliberated within the scope of the chairman, President and relevant senior managers to form a consensus.
（3） The proposal shall be submitted to the board of directors for deliberation after preliminary review by the chairman. Matters falling within the scope of the responsibilities of the special committee of the board of directors shall generally be submitted to the corresponding special committee for research before the decision-making of the board of directors.
If the proposed scheme involves major business and management matters of the company, it shall be submitted to the board of directors for deliberation after pre research and discussion by the party organization.
（4） The board of directors shall convene a meeting to consider the proposed scheme and make decisions. For the proposed scheme formulated by senior managers, it is generally reported by senior managers. If the matters discussed have been studied by the special committee of the board of directors, the chairman of the special committee or the members of the special committee entrusted by him shall report the deliberation opinions; If there are different opinions, explanations shall be made one by one.
When deliberating, the board of directors shall focus on the legality and compliance of decision-making matters, compliance with the enterprise development strategy, comprehensive balance of risks and benefits, etc. The board of directors may employ relevant experts or consulting institutions as needed to provide professional advice to the board of directors, and the expenses shall be borne by the company.
According to the deliberation opinions of the board of directors, a proposal that needs further study or major modification shall be reconsidered after modification and improvement of the proposal, and the time and method of reconsideration shall be decided by the meeting of the board of directors.
If more than one-third of the directors and two or more independent directors have major differences on the matters to be submitted to the board of directors for deliberation, the meeting shall generally be postponed; If the information is considered incomplete or the argument is insufficient, and the matter is jointly proposed in writing to postpone the meeting, the board of directors shall adopt it. The same proposal shall not be put forward for suspension more than twice. After two adjournments of the same proposal, if the director who proposed the adjournment still believes that the proposal is problematic, he may vote against it during voting, or reflect and report to relevant institutions and departments in accordance with relevant regulations.
If the proposal is not approved after deliberation by the board of directors, it can be adjusted and improved according to the procedures and submitted to the board of directors for reconsideration.
Article 17 express opinions
The convener or moderator of the meeting shall request the directors attending the board meeting to express clear opinions on various proposals.
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 learn the information required for decision-making from the office of the board of directors, the convener of the meeting, the president and other senior managers, various special committees, accounting firms, law firms and other relevant personnel and institutions, 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.
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.
Article 18 voting at the meeting
After full discussion of each proposal, the chairman shall timely submit it to the directors attending the meeting for voting.
The board of directors implements the decision-making system of collective deliberation, independent voting and individual responsibility. Each director shall have one vote in the resolution of the board of directors, which shall be carried out by name counting and writing. The voting intentions of directors are divided into consent, objection and waiver. The directors attending the meeting shall choose one of the above intentions. If they fail to choose or choose more than two intentions 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. In case of objection or waiver, the specific reasons shall be explained and recorded in the minutes of the meeting.
If the meeting of the board of directors is held off-site, the directors present by video, the directors who express their opinions in the teleconference, and the effective votes actually received by hand and in writing (including but not limited to e-mail, mail, fax, etc.) within the specified time limit, Or the number of directors attending the meeting shall be calculated according to the written confirmation letter submitted by the director afterwards. If a director is unable to sign the resolution of the meeting immediately at such meeting, he shall take an oral vote and perform the written signature formalities as soon as possible. The oral vote of the directors has the same effect as the written signature, but the subsequent written signature must be consistent with the oral vote at the meeting.
Article 19 statistics of voting results
If a meeting is held on site, the chairman 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.
Article 20 formation of resolutions
Except for the circumstances specified in Article 21 of these rules, if the board of directors deliberates and adopts the meeting proposal and forms relevant resolutions, more than half of all directors of the company must vote in favour of the proposal. Laws, administrative regulations and the articles of association of the company stipulate that the board of directors shall obtain more directors for the formation of resolutions
