Hvsen Biotechnology Co.Ltd(300871)
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 Hvsen Biotechnology Co.Ltd(300871) (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, These rules of procedure are formulated 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, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for GEM listed companies of Shenzhen Stock exchange No. 2 – standardized operation of GEM listed companies, the articles of association and other relevant provisions.
Article 2 the board of directors is the permanent body for the company’s business decision-making, and the board of directors is responsible for the general meeting of shareholders. The board of directors shall conscientiously perform its duties stipulated in relevant laws, administrative regulations and the articles of association, ensure that the company complies with the provisions of laws, administrative regulations and the articles of association, treat all shareholders fairly, and pay attention to the legitimate rights and interests of other stakeholders. Chapter II directors
Article 3 directors shall have the following qualifications:
(I) the directors of the company are natural persons. Directors are not required to hold shares in the company. (II) have basic knowledge of the company’s operation, be familiar with national economic policies and relevant laws and regulations, and have the ability and experience suitable for serving as a director. (III) under the circumstances specified in Article 146 of the company law, or under the penalty of being banned from entering the securities market by the CSRC, and before the expiration of the time limit, or under other circumstances specified by laws, administrative regulations or departmental rules that cannot serve as a director, he shall not serve as a director of the company. Article 4 directors shall ensure that they have enough time and energy to perform their due duties. Article 5 an independent director of a company shall meet the following basic conditions: (I) be qualified to serve as a director of a listed company in accordance with laws, administrative regulations and other relevant provisions; (II) independence required by relevant regulations;
(III) have the basic knowledge of the company to be listed and the operation of the listed company, and be familiar with relevant laws, administrative regulations, rules and rules; (IV) have more than five years of working experience in law and economics or other necessary work experience for performing the duties of independent directors; (V) other conditions stipulated in the articles of association. Article 6 independent directors must be independent, and the following persons shall not serve as independent directors: (I) the main social relations of the personnel serving in the company or its affiliated enterprises and their immediate family members; (II) natural person shareholders and their immediate family members who directly or indirectly hold more than 1% of the issued shares of the company or among the top 10 shareholders of the company; (III) persons who work in shareholder units that directly or indirectly hold more than 5% of the issued shares of the company or in the top five shareholder units of the company and their immediate family members; (IV) personnel who have had the conditions listed in the preceding three items in the most recent year; (V) personnel providing financial and legal consulting services for the company or its subsidiaries or personnel working in relevant institutions; (VI) other personnel recognized by relevant securities management departments or institutions. Article 7 independent directors shall perform their duties independently and shall not be influenced by the company’s major shareholders, actual controllers or units or individuals having interests with the company and its major shareholders and actual controllers. Article 8 independent directors can concurrently serve as independent directors in up to five listed companies and ensure that they have enough time and energy to effectively perform their duties.
Chapter III composition and powers of the board of directors
Article 9 the board of directors of the company is composed of five directors, with one chairman; Including two independent directors.
The chairman is the legal representative of the company.
Article 10 the independent director system shall be separately formulated by the board of directors of the company.
Article 11 the board of directors may establish special committees such as remuneration committee, nomination committee, audit committee and Strategy Committee as required and on the premise of complying with the provisions of relevant laws and administrative regulations. Each special committee shall formulate working rules to stipulate the composition, functions and powers, procedures and other related matters of the committee, which shall be deliberated and approved by the board of directors.
Article 12 the board of directors has an office, which is responsible for the preparation of the general meeting of shareholders, the meeting of the board of directors and each special committee of the board of directors, information disclosure and other daily affairs of the board of directors and each special committee of the board of directors.
The Secretary of the board of directors also serves as the head 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. Article 13 the board of directors shall exercise the following functions and powers:
(I) convene the general meeting of shareholders and report to the general meeting of shareholders;
(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 settlement 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) draw up plans for the company’s major acquisition, acquisition of the company’s shares, merger, division, dissolution and change of company 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) elect or dismiss the chairman and vice chairman of the company;
（11） Decide to appoint or dismiss the general manager, 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 general manager, decide to appoint or dismiss the company’s deputy general manager, chief financial officer, chief audit officer, chief technical service officer, chief human resources officer and other senior managers, and decide on their remuneration, rewards and punishments;
（12） Formulate the basic management system of the company;
（13） Formulate the amendment plan of the articles of Association;
（14） Formulate the company’s equity incentive plan;
（15） Manage the information disclosure of the company;
（16） Propose to the general meeting of shareholders to hire or replace the accounting firm audited by the company;
（17） Listen to the work report of the general manager of the company and check the work of the general manager;
（18） Draw up the remuneration plan for directors;
（19） Formulate the allowance standard for independent directors;
（20） 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 14 the decision-making authority of the board of directors on the company’s transactions is as follows:
Unless otherwise specified in the articles of association, the non affiliated transactions of the company that meet the following standards shall be submitted to the board of directors for deliberation and approval:
(I) if the total assets involved in the transaction account for more than 10% of the company’s total assets audited in the latest period, and the total assets involved in the transaction have both book value and assessed value, the higher one shall be taken as the calculation basis.
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(II) transactions in which the relevant operating revenue of the subject matter of the transaction (such as equity) accounts for more than 10% of the audited operating revenue of the company in the latest fiscal year and the absolute amount exceeds 10 million yuan;;
(III) transactions in which the net profit of the subject matter of the transaction (such as equity) in the last 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) transactions in which the transaction amount (including debts and expenses) accounts for more than 10% of the company’s latest audited net assets and the absolute amount exceeds 10 million yuan;
(V) transactions in which 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 calculation of the above indicators (I) to (V) are negative, the absolute value shall be taken for calculation.
If the above transaction matters examined and approved by the board of directors meet the deliberation standards of the general meeting of shareholders specified in articles 41 and 42 of the articles of association, they shall also be submitted to the general meeting of shareholders of the company for deliberation and approval.
The decision-making authority of the board of directors on related party transactions is as follows:
1. Review the transactions between the company and related natural persons with a transaction amount of more than 300000 yuan and less than 30 million yuan;
2. Review the related party transactions between the company and related legal persons with a transaction amount of more than 3 million yuan and less than 30 million yuan, or those with an amount accounting for more than 5% and less than 5% of the absolute value of the company’s latest audited net assets.
Article 15 except for the external guarantee matters that must be submitted to the general meeting of shareholders for deliberation and approval as stipulated in Article 42 of the articles of association, other external guarantee matters shall be deliberated and approved by the board of directors.
External guarantees that should be deliberated and approved by the general meeting of shareholders can only be submitted to the general meeting of shareholders for deliberation and approval after being deliberated and approved by the board of directors.
The external guarantee that should be considered and approved by the board of directors must be considered and approved by more than two-thirds of the directors present at the board of directors and make a resolution in addition to being approved by more than half of all directors.
Article 16 the guaranteed party of the company’s external guarantee must have no records that lead to the guarantor’s actual performance of the guarantee liability for it; Moreover, the guaranteed party has stable operation, standardized management and no major violations and violations.
Article 17 the guaranteed party of the company’s external guarantee shall provide counter guarantee, and the provider of counter guarantee shall have actual bearing capacity.
Article 18 the board of directors of the company shall explain the non-standard audit opinions issued by certified public accountants on the company’s financial reports to the general meeting of shareholders.
Article 19 the board of directors shall determine the authority of external investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management and related party transactions, and establish strict examination and decision-making procedures; Major investment projects shall be reviewed by relevant experts and professionals, and the matters that need to be reported to the general meeting of shareholders for approval.
The company may invest in other enterprises according to its business needs, and shall be liable for the enterprises it invests in to the extent of its capital contribution. Unless otherwise provided by law, the company shall not become a contributor jointly and severally liable for the debts of the invested enterprise.
Article 20 the company shall take measures to protect the directors’ right to know and ensure the authenticity and integrity of the information provided. For any matter that needs to be decided by the board of directors, the company shall notify all directors and provide relevant materials in accordance with the provisions of these rules of procedure, take measures to protect the rights of directors to participate in the meetings of the board of directors, and provide the working conditions necessary for directors to perform their duties.
Article 21 the chairman shall be elected and removed by more than half of all directors.
Article 22 the chairman of the board of directors shall exercise the following functions and powers:
(I) preside over the general meeting of shareholders and convene and preside over the meeting of the board of directors;
(II) check the implementation of the resolutions of the board of directors;
(III) sign the shares, corporate bonds and other securities issued by the company;
(IV) sign important documents of the board of directors and other documents signed by the company’s legal representative;
(V) exercise the functions and powers of the legal representative;
(VI) in case of force majeure such as catastrophic natural disasters, exercise the special disposal right of the company’s affairs in accordance with the laws and the interests of the company, and report to the board of directors and the general meeting of shareholders afterwards;
(VII) other functions and powers authorized by the board of directors.
When the chairman is unable to perform his functions and powers, a director jointly recommended by more than half of the directors shall perform his functions and powers on his behalf.
Article 23 in accordance with the principle of prudent authorization, the board of directors authorizes the chairman of the board of directors to make decisions on the application of the company’s funds and assets, which is equivalent to less than 5% of the company’s latest audited net asset value, except for matters specially stipulated by relevant laws, administrative regulations, departmental rules, securities regulatory authorities or company systems, which shall be implemented in accordance with relevant special provisions;
Article 24 the company shall have a secretary of the board of directors, who shall be appointed or dismissed by the board of directors. The Secretary of the board of directors is the senior management of the company and is responsible to the board of directors.
The working rules of the Secretary of the board of directors shall be formulated separately by the board of directors of the company.
Article 25 the Secretary of the board of directors shall have the professional knowledge of finance, management and law necessary for performing his duties, and have good professional ethics and personal morality.
The Secretary of the board of directors shall have the following qualifications:
(I) have a college degree or above, and have been engaged in secretarial, management and equity affairs for more than three years; (II) have certain knowledge of finance, taxation, law, finance, enterprise management and computer application, have good personal quality and professional ethics, strictly abide by relevant laws, regulations and rules, and be able to perform duties faithfully;
(III) the directors or other senior managers of the company may concurrently serve as the Secretary of the board of directors, but the supervisors shall not concurrently serve; (IV) Article 102 of the company’s articles of association stipulates that the situation of not being a director of the company shall apply to the Secretary of the board of directors;
(V) a person who has been subject to the latest administrative punishment by the relevant securities administration department or institution for less than three years shall not serve as the Secretary of the board of directors;
(VI) being publicly condemned or criticized by the stock exchange for more than three times in the past three years;
(VII) other circumstances under which the stock exchange determines that it is not suitable to serve as the Secretary of the board of directors;
(VIII) the accountant of the accounting firm and the lawyer of the law firm appointed by the company shall not concurrently serve as the Secretary of the board of directors.
Article 26 the Secretary of the board of directors shall abide by the articles of association, bear the relevant legal responsibilities of senior managers, be honest and diligent to the company, and shall not use his power to seek benefits for himself or others.
Article 27 the Secretary of the board of directors shall be nominated by the chairman and appointed or dismissed by the board of directors. If a director concurrently serves as the Secretary of the board of directors, if a certain act needs to be done by the director and the Secretary of the board of directors respectively, the person concurrently serving as the director and the Secretary of the board of directors of the company shall not do it in a dual capacity.
Chapter IV Special Committees of the board of directors
Article 28 the board of directors of the company may establish special committees for audit, nomination, remuneration and assessment in accordance with the relevant resolutions of the general meeting of shareholders.
