Rules of procedure of the board of directors
Chapter I General Provisions
Article 1 in order to further standardize the discussion methods and decision-making procedures of the board of directors of Apt Medical Inc(688617) (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 These rules are formulated in accordance with the relevant provisions of the standards for the governance of listed companies, the guidelines for the articles of association of listed companies and the articles of association of Shenzhen Apt Medical Inc(688617) Equipment Co., Ltd. (hereinafter referred to as the articles of association) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”).
Article 2 the board of directors shall set up an office under the board of directors to handle the daily affairs of the board of directors.
The person in charge of the office of the board of directors shall be the Secretary of the board of directors, who shall keep the seals of the board of directors and the office of the board of directors.
Article 3 the meetings of the board of directors are divided into regular meetings and interim meetings. The board of directors shall hold regular meetings at least once every half year. Under any of the following circumstances, the board of directors shall convene an interim meeting:
(I) when shareholders representing more than 1 / 10 of the voting rights propose;
(II) when more than 1 / 3 of the directors jointly propose;
(III) when proposed by the board of supervisors;
(IV) when the chairman considers it necessary;
(V) when more than 1 / 2 of the independent directors propose;
(VI) when proposed by the general manager;
(VII) when required by the securities regulatory authority;
(VIII) other circumstances stipulated in the articles of association.
Chapter II proposal of the board of directors
Article 4 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 solicit the opinions of the general manager and other senior managers as necessary before formulating a proposal.
Article 5 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 items:
(I) the name of the proposer;
(II) the objective reasons for the proposal;
(III) propose the time or time limit, place and method of the meeting;
(IV) clear and specific proposals;
(V) 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.
Article 6 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 of the Board considers that the content of the proposal is not clear, 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. Article 7 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.
Chapter III notice of meeting
Article 8 when convening regular and interim meetings of the board of directors, the office of the board of directors shall submit a written notice of the meeting to all directors, supervisors and the general manager by direct delivery, fax, e-mail or other means 10 and 5 days in advance respectively. If it is not delivered directly, 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, but the convener shall make an explanation at the meeting,
It shall be recorded in the minutes of the meeting. With the unanimous consent of all directors, the advance notice period of the board meeting can be exempted.
Article 9 the written notice of the meeting shall at least include the following contents:
(I) time and place of the meeting;
(II) time limit and convening method of the meeting;
(III) matters to be considered (meeting proposal);
(IV) the convener and moderator of the meeting, the proposer of the interim meeting and their written proposals; (V) meeting materials necessary for directors’ voting;
(VI) requirements that directors should attend the meeting in person or entrust other directors to attend the meeting on their behalf; (VII) contact person and contact information;
(VIII) time of giving notice.
The notice of oral meeting shall at least include the contents of items (I), (II) and (III) 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 10 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 relevant 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.
Chapter IV attendance in person and entrusted attendance
Article 11 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. If a director fails to attend the meeting of the board of directors or entrust a representative to attend, he shall be deemed to have waived his voting right at the meeting.
The power of attorney shall state:
(I) the names of the trustor and the trustee;
(II) brief comments of the client on each proposal;
(III) the scope of authorization of the trustor and instructions on the voting intention of the proposal;
(IV) term of validity, signature and date of the client, 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 and explain the entrusted attendance on the attendance book of the meeting.
Article 12 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;
(II) 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;
(III) 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;
(IV) 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.
Chapter V convening of the meeting
Article 13 the board meeting shall be held on site. If necessary, on the premise of ensuring that the directors can fully express their opinions, the meeting can also be held by video, telephone, fax or e-mail voting with the consent of the convener (host) and the proposer. The meeting of the board of directors can also be held at the same time as other methods.
Article 14 If the meeting is not held on site, the number of directors present at the meeting shall be calculated by video showing the directors present, the directors who express their opinions in the teleconference, the effective votes such as fax or email actually received within the specified time limit, or the written confirmation letter submitted by the directors who have participated in the meeting afterwards.
Article 15 the meeting of the board of directors can be held only when more than half of the directors are present.
Supervisors may attend the meetings of the board of directors as nonvoting delegates; If the general manager does not concurrently serve as a director, he shall attend the meeting of the board of directors as a nonvoting delegate. 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 16 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.
Article 17 If a director or representative 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 unless unanimously agreed by all directors attending 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 19 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.
Article 20 before the meeting, the directors may obtain the information required for decision-making from the office of the board of directors, the convener of the meeting, the general manager and other senior managers, the special committees of the board of directors, accounting firms, law firms and other relevant personnel and institutions, You can also suggest to the moderator that representatives of the above-mentioned personnel and institutions be invited to attend the meeting to explain the relevant situation.
Article 21 after full discussion of each proposal, the chairman shall timely submit it to the directors attending the meeting for voting. Article 22 under the following circumstances, the directors shall withdraw from voting on relevant proposals:
(I) circumstances under which directors should be avoided as stipulated in the Listing Rules of science and Innovation Board of Shanghai Stock Exchange;
(II) circumstances that the directors themselves think should be avoided;
(III) other circumstances specified in the articles of association that must be avoided due to the connection between the directors and the enterprise involved in the meeting proposal.
(IV) circumstances under which directors should withdraw as stipulated by laws, administrative regulations and other normative documents.
Article 23 in the case of directors’ withdrawal from voting, the relevant board meeting can be held only if more than half of the unrelated directors are present, and the formation of a resolution must be passed by more than half of the unrelated directors. Out
If the number of unrelated directors present at the meeting is less than 3, they shall not vote on the relevant proposal, but shall submit the matter to the general meeting of shareholders for deliberation.
Article 24 voting at the meeting shall be conducted by means of one person one vote, voting, show of hands or fax. The meeting held on site shall adopt voting or show of hands; The meeting held by video, telephone, e-mail and other means of communication shall be held by voting, and the directors attending the meeting shall submit the original signed voting votes to the board of directors within the validity period of the meeting notice; The meeting held by fax communication shall be voted by fax, but the directors who participate in the voting afterwards shall also submit the original signed voting votes to the board of directors within the time limit of the meeting notice.
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; Midway departure meeting
