North Industries Group Red Arrow Co.Ltd(000519) rules of procedure of the board of directors
(reviewed and approved by the third extraordinary general meeting of shareholders in 2021 held by the company on December 31, 2021) Article 1 is to further standardize North Industries Group Red Arrow Co.Ltd(000519) (to
The discussion methods and decision-making procedures of the board of directors
And the directors implement the resolutions of the general meeting of shareholders, effectively perform their duties and improve the quality of directors
The company will standardize the operation and scientific decision-making level according to the company law of the people’s Republic of China
Law of the people’s Republic of China, securities law of the people’s Republic of China, governance standards for listed companies, Shenzhen
Shenzhen Stock Exchange Stock Listing Rules, Shenzhen Stock Exchange listed companies
Standardized operation guidelines and other laws, regulations, normative documents and North Industries Group Red Arrow Co.Ltd(000519)
These rules are hereby formulated in accordance with the relevant provisions of the articles of association of joint stock limited companies (hereinafter referred to as the articles of association).
Article 2 candidates for directors shall be held at the general meeting of shareholders for the election of directors
Directors who have made a written commitment to accept the nomination and promise to make public disclosure of the company
The information of the candidate is true and complete, and ensures the effective performance of the post of director after being elected
Responsibility.
Article 3 minority shareholders shall be fully reflected in the election process of directors
Comments. The company’s general meeting of shareholders actively implements the cumulative voting system in the election of directors
Degrees.
Article 4 the company shall sign an employment contract with the directors to clarify the company and
Rights and obligations between directors, term of office of directors, violation of laws, regulations and
Responsibilities under the articles of association and compensation for early termination of the contract for some reason
Content.
Article 5 when a director himself or any other enterprise in which he works has a direct or indirect relationship with the company’s existing or planned contracts, transactions and arrangements (except for the employment contract), whether the relevant matters need the approval of the board of directors under normal circumstances or not, he shall disclose the nature and extent of his relationship to the board of directors as soon as possible.
Unless the affiliated directors disclose to the board of directors in accordance with the requirements of the preceding paragraph of this article, and the board of directors does not count them into the quorum, except when the other party is a bona fide third party.
Before the company considers entering into relevant contracts, transactions and arrangements for the first time, the directors of the company shall notify the board of directors in writing and declare that due to the contents listed in the notice, the contracts, transactions and arrangements reached by the company in the future have an interest relationship with them. Within the scope specified in the notice, the relevant directors shall be deemed to have made the disclosure specified in this article.
Article 6 the board of directors of the company shall establish independent directors. Independent directors of the company refer to directors who do not hold other positions in the company except directors and have no relationship with the company and its major shareholders that may hinder their independent and objective judgment.
Article 7 independent directors have the obligation of good faith and diligence to the company and all shareholders. Independent directors shall earnestly perform their duties and safeguard the overall interests of the company in accordance with relevant laws and regulations, the guiding opinions on the establishment of independent director system in listed companies and the articles of association of the CSRC, and pay particular attention to the legitimate rights and interests of minority shareholders. Independent directors shall perform their duties independently and shall not be affected 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 the board of directors is the decision-making body for the operation and management of the company, safeguarding the interests of the company and all shareholders, enjoying full rights to operate and manage the company within the scope authorized by the articles of association and the general meeting of shareholders, and responsible for the decision-making of the company’s development objectives and major business activities.
Article 9 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 office of the board of directors is led by the Secretary of the board of directors.
Article 10 regular meetings of the board of directors shall be convened by the chairman. 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 of the company before drawing up a proposal.
Article 11 the proposer who has the right to propose to convene an interim meeting of the board of directors in accordance with the articles of association shall submit a written proposal to convene an interim meeting of the board of directors signed (sealed) by the proposer through the office of the board of directors or directly to the chairman of the board of directors (except for the proposal by the chairman of the board of directors on matters within the daily functions and powers of the board of directors). 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 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 12 after receiving the above written proposals and relevant materials, the office of the board of directors shall timely notify the chairman of the board of directors. If the chairman 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 or within 10 days after the securities regulatory department makes a request. If the chairman is unable or fails to perform his duties after the proposal is submitted to the office of the board of directors, the vice chairman shall perform his duties; If the vice chairman is unable or fails to perform his duties, more than half of the directors shall elect a director to perform his duties instead of the chairman.
Article 13 when the office of the board of directors sends a written notice of the meeting, it shall send the proposer of the interim meeting, his written proposal and the meeting materials necessary for the voting of the directors together.
If it is urgent to convene the board of directors as soon as possible, the meeting notice can be sent by telephone. The notice shall include the date and place, cause and topic of the meeting, as well as the description of the emergency need to convene the interim meeting of the board of directors as soon as possible.
If two or more independent directors believe that the information is incomplete or the argument is insufficient, they may jointly propose to the board of directors to postpone the meeting or postpone the consideration of the matter, which shall be adopted by the board of directors, and the company shall disclose the relevant information in a timely manner. Article 14 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 two days before the original date of the meeting, explaining the situation, relevant contents and relevant materials of the new proposal. If it is less than two 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 15 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 a timely manner.
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 convener of the meeting deems it necessary, he may notify other relevant personnel to attend the meeting of the board of directors as nonvoting delegates.
No one shall attend or attend the meeting of the board of directors without notice.
Article 16 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. Independent directors shall not entrust non independent directors to attend the meeting on their behalf; A director shall not accept the entrustment of more than two directors to attend the meeting on his behalf at a meeting of the board of directors; When considering related party transactions, non related directors shall not entrust related directors to attend the meeting on their behalf. Directors shall not accept entrustment without voting intention, full power of attorney or entrustment with unclear scope of authorization. Directors’ responsibilities for voting matters shall not be exempted by entrusting other directors to attend. The power of attorney shall specify the following contents:
(i) The names of the principal and the trustee;
（2） Brief comments of the client on each proposal;
（3） The scope of authorization of the client and the opinions of consent, objection or waiver on each voting matter;
（4） Signature, date, etc. of the principal.
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 17 under any of the following circumstances, the directors shall make a written explanation and disclose to the public:
(i) Fail to attend the board meeting in person for two consecutive times;
（2） During the term of office, the number of meetings of the board of directors not attended in person for 12 consecutive months exceeds half of the total number of meetings of the board of directors during that period.
Article 18 when the board of directors convenes a meeting, the chairman or the chairman of the meeting shall announce the meeting topics and preside over the proceedings according to the meeting topics. The chairman of the board of directors or the chairman of the meeting shall carefully preside over the meeting, fully listen to the opinions of the directors, control the process of the meeting, save time, and improve the efficiency of discussion and the scientificity of decision-making.
Article 19 according to the agenda of the meeting, the board of directors may convene other personnel related to the topics of the meeting to introduce relevant information or listen to relevant opinions. Non director members attending the meeting as nonvoting delegates shall not intervene in the proceedings of the directors and shall not affect the process, voting and resolutions of the meeting.
Article 20 the chairman of the meeting shall request the directors attending the board meeting to express clear opinions on various proposals.
For proposals requiring prior approval or independent opinions of independent directors according to regulations, the chairman of the meeting shall designate an independent director to read out the written approval opinions reached by independent directors or explain the opinions expressed 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 attending the meeting or postponed the convening date of the board of directors, the meeting of the board of directors shall not vote on the proposals not included in the meeting notice. If a director accepts the entrustment of other directors to attend the board meeting on his behalf, unless the entrusted director has expressed clear entrustment opinions on the proposals not included in the meeting notice, the entrusted director shall not agree to add such proposals on behalf of the entrusted director, nor vote on behalf of the entrusted director.
Article 21 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 office of the board of directors, 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 that the representatives of the above personnel and institutions be invited to the meeting or explain the relevant situation in other ways.
Article 22 after full discussion of each proposal, the chairman shall timely submit it to the directors attending the meeting for voting.
One person, one vote shall be implemented at the meeting.
The voting opinions of directors are divided into consent, objection and waiver. The directors attending the meeting shall choose one of the above opinions. If they fail to choose or choose more than two opinions 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.
The voting opinions of the directors shall be subject to the results on the voting list. If there are multiple choices, no choices or reservations on the voting list, it shall be deemed as abstention.
The chairman of the meeting may, according to the actual situation, decide to request the directors attending the meeting to vote on such proposals at one time after several or all proposals are discussed. However, the decision shall be explained to the directors attending the meeting in advance and approved by the directors attending the meeting.
Article 23 When deliberating and voting on relevant matters or proposals, the directors attending the board meeting shall fully express their personal suggestions and opinions on the matters discussed in a serious and responsible manner to the company; And be responsible for their own voting.
Article 24 after the voting of the directors attending the meeting is completed, the Secretary of the board of directors shall timely collect the voting votes of the directors and make statistics on the results under the supervision of a supervisor or independent director.
If the statistical results can be obtained on site, the chairman of the meeting shall announce the statistical results on the spot; In other cases where the statistical results cannot be obtained immediately, 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, he shall be deemed to have abstained.
Article 25 the formation of the resolution of the board of directors and the withdrawal of related directors from voting shall be implemented in accordance with the provisions of the articles of association.
In case of any contradiction between the contents and meanings of different resolutions, the resolution formed later shall prevail.
Article 26 the resolutions of the board of directors include the following contents:
(i) Date, place and name of convener of the meeting:
（2） The number of directors to be present at the meeting, the number of actually present directors and the number of authorized and entrusted directors; （3） Explain the relevant procedures of the meeting and the legitimacy and validity of the resolutions of the meeting;
（4） Explain the contents (or titles) of the proposals considered and voted at the meeting, and separately explain the voting results of each resolution or matter on the table (if the voting results of each proposal or matter considered at the meeting are passed by a unanimous vote, they can be explained together);
（5） If there is any proposal to be submitted to the general meeting of shareholders for deliberation, it shall be explained separately;
（6） Other matters that should be explained and recorded in the resolution.
Article 27 during the meeting, if the following circumstances occur, the chairman of the meeting shall announce that the meeting will suspend the voting on the topic or cancel the proposal:
(i) More than half of the directors present or more than two independent directors think the proposal is not clear and specific;
（2） It is unable to make judgment on relevant matters due to insufficient meeting materials and other reasons;
（3） More than half of all directors agree to postpone voting on the issue or cancel the proposal.
The directors who propose to suspend voting shall put forward clear requirements for the conditions that should be met when the proposal is submitted for review again. After clarifying the proposal in accordance with these requirements, the proposer may implement it in accordance with the proposal procedures of the interim meeting specified in these rules.
Article 28 the board meeting held on site or by video or telephone may be recorded as necessary.
Article 29 the board of directors shall prepare meeting minutes and make separate meeting resolutions on the resolutions formed at the meeting according to the statistical voting results. The minutes of the board meeting shall be true, accurate and complete.
Article 30 the directors attending the meeting shall sign and confirm the meeting minutes and resolution records on behalf of themselves and the directors entrusted to attend the meeting on their behalf. The directors entrusted to attend the meeting shall
