Innuovo Technology Co.Ltd(000795)
Rules of procedure of the board of directors
(revised in March 2022)
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure of the company, standardize the operation of the board of directors, improve the work efficiency and scientific decision-making ability of the board of directors, and ensure that the board of directors of the company exercises its rights according to law, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the governance standards of listed companies These rules are formulated in accordance with the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”), the articles of association and other relevant laws, administrative regulations and normative documents.
Article 2 the company has a board of directors, which is responsible for the general meeting of shareholders.
Chapter II composition and powers of the board of directors
Article 3 the board of directors is composed of 7 directors, including 3 independent directors. There is one chairman.
Article 4 the chairman of the company shall be elected by the board of directors by more than half of all directors.
Article 5 a director of the company is a natural person and cannot serve as a director of the company under any of the following circumstances:
(I) no or limited capacity for civil conduct;
(II) being sentenced to criminal punishment for corruption, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy, and the expiration of the execution period is less than 5 years, or being deprived of political rights for a crime, and the expiration of the execution period is less than 5 years;
(III) being a director, factory director or manager of a company or enterprise in bankruptcy liquidation and personally responsible for the bankruptcy of the company or enterprise, less than 3 years have elapsed since the completion of the bankruptcy liquidation of the company or enterprise;
(IV) having served as the legal representative of a company or enterprise whose business license has been revoked or ordered to close down due to violation of law, and having personal responsibility, less than 3 years have elapsed since the date of revocation of the business license of the company or enterprise;
(V) a large amount of personal debt is not paid off when due;
(VI) being banned from entering the securities market by the CSRC before the expiration of the time limit;
(VII) the term of office of director and manager of the company has not expired and is not suitable for the stock exchange;
(VIII) subject to administrative punishment by the CSRC in the recent three years;
(IX) being publicly condemned or criticized by the stock exchange for more than three times in the last three years;
(x) other contents stipulated by laws, administrative regulations or departmental rules.
If a director is elected or appointed in violation of the provisions of this article, the election, appointment or employment shall be invalid. In case of any circumstance under this article during the term of office of a director, the company shall remove him from his post.
If a director candidate is under any of the following circumstances, it shall disclose the specific circumstances of the candidate, the reasons for the proposed employment of the candidate and whether it affects the standardized operation of the company:
（1） Being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations, and there is no clear conclusion;
（2） It is publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people’s court.
The directors of the company need not be the shareholders of the company or their representatives. Any person who meets the legal conditions can be elected as a director by the general meeting of shareholders.
Where there are other provisions on the qualifications of independent directors, such provisions shall prevail.
Article 6 directors shall be elected or replaced by the general meeting of shareholders, and may be removed by the general meeting of shareholders before the expiration of their term of office. The term of office of the directors is three years, and they can be re elected upon expiration of their term of office.
The term of office of the directors shall be calculated from the date of taking office to the expiration of the term of office of the current board of directors. If a director is not re elected in time after the expiration of his term of office, the original director shall still perform his duties as a director in accordance with laws, administrative regulations, departmental rules and the articles of association before the re elected director takes office.
Directors may be concurrently held by senior managers, but the total number of directors who concurrently hold the position of senior managers and directors held by employee representatives shall not exceed 1 / 2 of the total number of directors of the company.
Article 7 a director may resign before the expiration of his term of office. When a director resigns, he shall submit a written resignation report to the board of directors. The board of directors will disclose relevant information within 2 days.
If the board of directors of the company is lower than the minimum quorum due to the resignation of directors, the original directors shall still perform their duties in accordance with laws, administrative regulations, departmental rules and the articles of association before the re elected directors take office.
Except for the circumstances listed in the preceding paragraph, the resignation of a director shall take effect when the resignation report is delivered to the board of directors.
Article 8 when a director’s resignation takes effect or his term of office expires, he shall complete all handover procedures with the board of directors. His duty of loyalty to the company and shareholders shall not be automatically relieved after the end of his term of office and shall remain valid within a reasonable period specified in the articles of Association.
His obligation to keep the company’s trade secrets confidential shall remain valid after the end of his term of office until the secrets become public information. The duration of other obligations shall be determined by the company according to the principle of fairness, depending on the length of time between the occurrence of the event and departure, as well as the relationship with the company.
Article 9 directors shall abide by laws, administrative regulations and the articles of association, and bear the following obligations of loyalty to the company:
(I) shall not take advantage of his power to accept bribes or other illegal income, and shall not encroach on the company’s property;
(II) not misappropriate the company’s funds;
(III) the company’s assets or funds shall not be deposited in an account opened in its own name or in the name of other individuals; (IV) the company shall not, in violation of the provisions of the articles of association, lend the company’s funds to others or provide guarantee for others with the company’s property without the consent of the general meeting of shareholders or the board of directors;
(V) not to enter into contracts or conduct transactions with the company in violation of the provisions of the articles of association or without the consent of the general meeting of shareholders;
(VI) without the consent of the general meeting of shareholders, it is not allowed to take advantage of his position to seek business opportunities that should belong to the company for himself or others, and operate businesses similar to the company for himself or for others;
(VII) shall not accept the Commission of trading with the company as his own;
(VIII) not disclose company secrets without authorization;
(IX) it shall not use its affiliated relationship to damage the interests of the company;
(x) other loyalty obligations stipulated in laws, administrative regulations, departmental rules and the articles of association.
The income obtained by a director in violation of this article shall be owned by the company; If losses are caused to the company, it shall be liable for compensation.
If a director, in violation of the provisions of this article, assists and connives at the controlling shareholder or actual controller and its related parties to occupy the company’s assets, the responsible person shall be punished and the director who is seriously responsible shall be removed; If a director manipulates the company to engage in prohibited acts stipulated in Article 40 of the articles of association by taking advantage of his position, resulting in heavy losses to the interests of the company and suspected of committing a crime, he shall be immediately transferred to the judicial organ for criminal responsibility.
Article 10 the directors shall abide by laws, administrative regulations and the articles of association, and bear the following obligations of diligence to the company:
(I) exercise the rights conferred by the company carefully, seriously and diligently to ensure that the company’s business activities comply with the requirements of national laws, administrative regulations and various national economic policies, and that the business activities do not exceed the business scope specified in the business license;
(II) all shareholders should be treated fairly;
(III) timely understand the business operation and management of the company;
(IV) it shall sign written confirmation opinions on the company’s securities issuance documents and periodic reports.
Ensure that the information disclosed by the company is true, accurate and complete;
(V) it shall truthfully provide the board of supervisors with relevant information and materials, and shall not hinder the board of supervisors or supervisors from exercising their functions and powers; (VI) other duties of diligence stipulated by laws, administrative regulations, departmental rules and the articles of association.
If the directors cannot guarantee the authenticity, accuracy and completeness of the contents of the securities issuance documents and periodic reports, or have objections, they shall express their opinions and state the reasons in the written confirmation opinions, which shall be disclosed by the company. If the company does not disclose, the directors may directly apply for disclosure.
Article 11 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) the decision on the acquisition of shares of the company due to the circumstances in items (III), (V) and (VI) of Article 24 of the articles of association shall be subject to the resolution of the board meeting attended by more than two-thirds of the directors;
(VIII) draw up plans for the company’s major acquisition, acquisition of company shares, merger, division, dissolution and change of company form;
(IX) 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;
(x) decide on the establishment of the company’s internal management organization;
（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 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） Manage the information disclosure of the company;
（15） Propose to the general meeting of shareholders to hire or replace the accounting firm audited by the company;
（16） Listen to the work report of the general manager of the company and check the work of the general manager;
（17） When the board of directors finds that the controlling shareholder or actual controller and its related parties have embezzled the company’s assets, it shall immediately apply for judicial freezing of the shares held by the controlling shareholder, that is, “freezing upon occupation”. If it cannot be paid off in cash, the embezzled assets shall be repaid by realizing the equity. As the first person responsible for the “freeze upon occupation” mechanism, the chairman of the board of directors shall be assisted by the chief financial officer and the Secretary of the board of directors;
（18） Other functions and powers granted by laws, administrative regulations, departmental rules or the articles of association and the general meeting of shareholders.
Matters beyond the scope authorized by the general meeting of shareholders shall be submitted to the general meeting of shareholders for deliberation.
The board of directors of the company sets up audit committee, strategy committee, nomination committee, remuneration and assessment committee and other relevant special committees. The special committee shall be responsible to the board of directors and perform its duties in accordance with the articles of association and the authorization of the board of directors. The proposal shall be submitted to the board of directors for deliberation and decision. The members of the special committee are all composed of directors, in which independent directors account for the majority of the audit committee, nomination committee and remuneration and assessment committee, and act as the convener. The convener of the audit committee is an accounting professional. The board of directors is responsible for formulating the working procedures of the special committee and standardizing the operation of the special committee.
Article 12 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 13 within the scope authorized by the general meeting of shareholders, the following transactions, external guarantees, related party transactions and external donations of the company shall be reviewed and approved by the board of directors:
(I) transactions: the company’s proposed transactions that should be disclosed according to the standards specified in article 6.1.2 of the Listing Rules shall be deliberated by the board of directors; If the company intends to have a disclosure transaction according to the standards specified in article 6.1.3 of the listing rules, it shall also be submitted to the general meeting of shareholders for deliberation after the deliberation and approval of the board of directors. Where laws, administrative regulations, departmental rules, normative documents and the listing rules or the articles of association have other provisions on the identification, standards, decision-making procedures or information disclosure of the above transactions, such provisions shall prevail.
(II) external guarantee: other external guarantee matters other than those required to be submitted to the general meeting of shareholders for deliberation in accordance with laws, administrative regulations, departmental rules, normative documents and the listing rules or the articles of Association; When the board of directors deliberates on the external guarantee, it shall be deliberated and approved by more than half of all directors, and shall also be deliberated and approved by more than 2 / 3 directors attending the board meeting and make a resolution. The company shall not provide external guarantee without the deliberation and approval of the board of directors or the general meeting of shareholders. (III) connected transactions: the company plans to have connected transactions according to the standards specified in article 6.3.6 of the listing rules, which shall be deliberated by the board of directors; If the company intends to have a related party transaction according to the standards specified in article 6.3.7 of the listing rules, it shall also be submitted to the general meeting of shareholders for deliberation after the deliberation and approval of the board of directors. Where laws, administrative regulations, departmental rules, normative documents and the listing rules or the articles of association have other provisions on the identification, voting, decision-making procedures or information disclosure of the above connected transactions, such provisions shall prevail.
(IV) external donation: the company plans to make external donation according to the standards specified in article 6.1.2 of the listing rules, which shall be deliberated by the board of directors; If the company intends to make external donations according to the standards specified in article 6.1.3 of the listing rules, it shall also submit them to the general meeting of shareholders for deliberation.
Article 14 the board of directors of the company has four committees:
(I) the strategy committee is composed of five directors, including at least one independent director.
The main responsibilities and authorities of the committee are as follows:
1. Study the long-term development strategic planning of the company and put forward suggestions;
2. Study and put forward suggestions on major investment and financing schemes that must be approved by the board of directors according to the articles of Association; 3. Study and put forward suggestions on major capital operation and asset management projects that must be approved by the board of directors according to the articles of Association;
4. Study and put forward suggestions on other major issues affecting the development of the company;
5. Check the implementation of the above matters;
6. Other matters authorized by the board of directors.
(II) the audit committee is composed of five directors, including three independent directors, and one independent director is an accounting professional.
The main responsibilities and authorities of the committee are as follows:
1. Propose to hire or replace the external audit institution;
2. Supervise the company’s internal audit system and its implementation;
3. Responsible for the communication between internal audit and external audit;
4. Review the company’s financial information and its disclosure;
5. Review the company’s internal control system and pay attention to it
