Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645)
Rules of procedure of the board of directors
(revised in March 2022)
Chapter I General Provisions
Article 1 in order to standardize the operation procedures of the board of directors of Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) (hereinafter referred to as the “company”), ensure the operation of the board of directors according to law, improve work efficiency and make scientific decisions, 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 Listing Rules of Shenzhen Stock Exchange gem shares (hereinafter referred to as the “Listing Rules”) These rules of procedure are formulated in accordance with the guidelines for self-regulation of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and the articles of association.
Article 2 the company establishes a board of directors according to law. The board of directors is the company’s business decision-making body and executive body, and exercises the functions and powers conferred by the articles of association and the general meeting of shareholders. The board of directors is responsible to the general meeting of shareholders, reports its work to it, and manages the company’s affairs when the general meeting of shareholders is not in session.
Chapter II functions and powers of the board of directors
Article 3 the board of directors shall exercise the following functions and powers according to law:
(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) 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; Appoint or dismiss the company’s deputy general manager, chief financial officer, chief engineer and other senior managers according to the nomination of the general manager, and decide on their remuneration, rewards and punishments;
（11） Formulate the basic management system of the company;
（12） Formulate the amendment plan of the articles of Association;
（13） Manage the information disclosure of the company;
（14） Propose to the general meeting of shareholders to hire or replace the accounting firm audited by the company;
（15） Listen to the work report of the general manager of the company and check the work of the general manager;
（16） In order to ensure the continuous stability of the company’s operation and management and safeguard the overall and long-term interests of the company and shareholders to the greatest extent, take anti takeover measures stipulated in the articles of association and not in violation of laws and regulations and the interests of the company and shareholders in case of malicious takeover of the company;
（17） Other functions and powers granted by laws, administrative regulations, departmental rules or articles of association.
The specific functions and powers of the board of directors stipulated in the company law of the people’s Republic of China shall be exercised collectively by the board of directors, and shall not be authorized to be exercised by others, and shall not be changed or deprived by means of the articles of association, resolutions of the general meeting of shareholders, etc; Other functions and powers of the board of directors stipulated in the articles of association shall be subject to collective decision-making and approval for those involving major businesses and matters, and shall not authorize a single or several directors to make decisions alone.
The board of directors of the company shall set up an audit committee, and set up relevant special committees such as strategy, nomination, remuneration and assessment as required. 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 committees and standardizing the operation of the special committees. 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 may publicly solicit shareholders’ voting rights, but shall not solicit shareholders’ voting rights by means of compensation or compensation in disguised form.
Article 4 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 5 the board of directors authorizes the chairman to 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) supervise and inspect the implementation of the resolutions of the board of directors;
(III) other functions and powers granted by the board of directors.
Chapter III convening of board meeting
Article 6 the board of directors shall hold regular meetings twice a year, once every six months, convened by the chairman, and notify all directors and supervisors in writing 10 days before the meeting.
Article 7 under any of the following circumstances, the chairman of the board of directors shall convene an interim meeting of the board of directors within 10 working days: (I) when the chairman considers it necessary;
(II) when more than one-third of the directors jointly propose;
(III) when more than half of the independent directors jointly propose;
(IV) when proposed by the board of supervisors;
(V) when proposed by the general manager;
(VI) when shareholders representing more than 10% of the voting rights propose;
(VII) when required by the securities regulatory authority;
(VIII) other circumstances under which the board of directors shall be convened in accordance with the articles of association.
Article 8 the interim board meeting shall be convened by the chairman of the board of directors, and all directors shall be notified in writing five days before the meeting is held.
If the chairman is unable to perform his duties under the circumstances specified in items (II), (III), (IV), (V), (VI) and (VII) of the preceding article of these rules of procedure, he shall designate a director to convene an interim meeting of the board of directors on his behalf; If the chairman of the board of directors fails to perform his duties without reason and fails to designate a specific person to perform his duties on his behalf, a director jointly elected by more than half of the directors may be responsible for convening the meeting.
Article 9 the notice of the board meeting shall include the following contents:
(I) date and place of the meeting;
(II) 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.
The notice of oral meeting shall at least include the contents of items (I) and (II) above, as well as the statement that it is urgent 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 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 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 11 the board of directors shall notify all directors in advance according to the specified time and provide sufficient materials, including but not limited to the relevant background materials listed in the meeting notice in the preceding article and other information and data helpful for directors to understand the business progress of the company.
If more than half of the directors present or two or more independent directors believe that the information is incomplete or the argument is insufficient, they may jointly submit a written proposal to the board of directors to postpone the meeting or postpone the deliberation of the matter, which shall be adopted by the board of directors. The company shall disclose relevant information in time.
Chapter IV convening of board meeting
Article 12 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 time. Each director has one vote. Ordinary resolutions made by the board of directors must be adopted by more than half of all directors; Special resolutions made by the board of directors must be adopted by a two-thirds majority of all directors.
On the premise that the directors can fully express their opinions, the interim meeting of the board of directors can make resolutions by fax and be signed by the directors attending the meeting.
Article 13 the following matters shall be made by special resolution of the board of directors:
(I) draw up plans for the company to buy back its own shares or for merger, division, dissolution and liquidation;
(II) formulate the amendment plan of the articles of Association;
(III) external guarantees of the company;
(IV) other matters made by the board of directors by ordinary resolution and adopted by special resolution;
(V) other matters that shall be specially resolved by the board of directors according to relevant laws, regulations or normative documents.
Matters other than those specified in the preceding paragraph shall be made by ordinary resolution of the board of directors.
Article 14 Where a director is associated with the enterprise involved in the resolution of the board of directors, he shall not exercise the voting right on the resolution, nor shall he exercise the voting right on behalf of other directors. The meeting of the board of directors can be held only when more than half of the unrelated directors are present, and the resolutions made at the meeting of the board of directors must be adopted by more than half of the unrelated directors. If the number of unrelated directors attending the board of directors is less than three, the matter shall be submitted to the general meeting of shareholders for deliberation. Article 15 the meeting of the board of directors shall be attended by the directors themselves. If the directors are unable to attend for some reason, they shall review the meeting materials in advance and form a clear opinion, and may entrust other directors in writing to attend on their behalf.
The power of attorney shall specify the agent’s name, agency matters, authority and validity period, and shall be signed or sealed by the principal.
The directors attending the meeting on their behalf shall exercise the rights of directors within the scope of authorization. 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. 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.
Article 16 the resolutions of the board of directors shall be voted by show of hands or open ballot. Each director has one vote.
Article 17 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. If the directors have different opinions on the meeting minutes or resolution records, they may make a written explanation when signing. When necessary, it shall report to the regulatory authority in time, or make a public statement. If a director neither signs for confirmation in accordance with the provisions of the preceding paragraph, nor makes a written explanation of his different opinions, or reports to the regulatory authority or makes a public statement, he shall be deemed to fully agree with the contents of the meeting minutes and resolution records.
Article 18 the minutes of the meeting of the board of directors shall be complete and true, and include the following contents:
(I) the date and place of the meeting and the names of the convener and moderator;
(II) issuance of meeting notice;
(III) the names of the directors present and the directors (agents) entrusted to attend the board of directors; (IV) agenda of the meeting;
(V) key points of directors’ speech;
(VI) voting method and result of each resolution (the voting result shall indicate the number of votes in favor, against or abstaining).
Article 19 the directors shall sign the resolutions of the board of directors and be responsible for the resolutions of the board of directors. If the resolution of the board of directors violates laws, regulations or the articles of association, resulting in losses to the company, the directors participating in the resolution shall be liable for compensation to the company. However, if it is proved that he has expressed objection during voting and recorded it in the minutes of the meeting, the director may be exempted from liability. Chapter V proceedings of the board of directors
Article 20 proposal:
(I) investment decision proposal: the board of directors entrusts the general manager to organize relevant personnel to formulate the company’s medium and long-term development plan, annual investment plan and investment plan for major projects, and submit them to the board of directors for deliberation;
(II) personnel appointment and removal proposal: according to the nomination of personnel appointment and removal proposed by the board of directors and the general manager within their respective functions and powers, the personnel department and the nomination committee of the company shall assess and submit it to the board of directors for deliberation;
(III) proposal on financial budget and final accounts: the board of directors entrusts the general manager to organize personnel to formulate the company’s annual budget and final accounts, surplus distribution and loss recovery, and submit them to the board of directors for deliberation;
(IV) proposals on other major matters: the board of directors shall organize relevant personnel to carefully analyze and study other major matters of the company required to be voted by the board of directors as stipulated in laws, regulations or the articles of association, and authorized by the general meeting of shareholders, so as to form a proposal and submit it to the board of directors for deliberation.
Article 21 deliberation of proposals:
(I) in the spirit of honesty, professionalism, seeking truth from facts and scientific rigor, the board of directors deliberates on the basis of a comprehensive and in-depth understanding and analysis of the contents of the proposal. If necessary, it can consult relevant experts, and the expenses incurred shall be borne by the company.
When the board of Directors considers the following matters, independent directors shall express independent opinions:
1. Nomination, appointment and removal of directors;
2. Appoint and dismiss senior managers;
3. Remuneration of directors and senior managers of the company;
4. The company’s shareholders, actual controllers and their affiliated enterprises have loans or other capital transactions with a total amount of more than 3 million yuan or more than 5% of the latest audited net asset value of the listed company, and whether the company has taken effective measures to recover the arrears;
5. Matters that independent directors believe may damage the legitimate rights and interests of minority shareholders;
6. Other matters stipulated by laws, administrative regulations, CSRC and the articles of association.
Independent directors shall express one of the following opinions on the above matters: agree; Reservations and reasons; Objections and their reasons; Inability to express opinions and its obstacles.
If the relevant matters need to be disclosed, the company shall announce the opinions of the independent directors, and the independent directors shall express their opinions
