Jiangsu Shagang Co.Ltd(002075)
Rules of procedure of the board of directors
Chapter I General Provisions
Article 1 in order to standardize the internal structure and operation procedures of the board of directors of Jiangsu Shagang Co.Ltd(002075) (hereinafter referred to as “the company”), ensure the independent, standardized and effective exercise of functions and powers of the board of directors according to law, and ensure the work efficiency and scientific decision-making of the board of directors, These rules are formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the Jiangsu Shagang Co.Ltd(002075) articles of Association (hereinafter referred to as the “articles of association”) and other relevant laws, regulations and normative documents, and in combination with the actual situation of the company.
Article 2 the board of directors of the company is established in accordance with the company law and the articles of association. The board of directors manages the company’s affairs internally and represents the company externally when the general meeting of shareholders is not in session. Entrusted by the general meeting of shareholders and responsible for the general meeting of shareholders, it is the executive organ of the company’s business decisions.
Chapter II responsibilities and authorities of the board of directors
Article 3 the company has a board of directors, which is responsible for the general meeting of shareholders. The board of directors of the company has four special committees, namely strategy, audit, remuneration and assessment and nomination, which are responsible to the board of directors.
Article 4 the board of directors of the company is composed of seven directors, three of whom are independent directors. The board of directors shall have a chairman, who shall be elected by the board of directors of the company by more than half of all directors. If the chairman of the company is unable or fails to perform his duties, a director jointly recommended by more than half of the directors shall perform his duties.
Article 5 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) decide on the appointment or dismissal of the general manager, the 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;
（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） When the directors and senior managers of the company assist and connive at the controlling shareholders and their subsidiaries to seize the company’s assets, the board of directors of the company shall punish the person directly responsible according to the seriousness of the circumstances, and request the general meeting of shareholders to remove the director who is seriously responsible;
（17） Make a resolution to purchase the company’s shares due to the circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of Association;
（18） 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 6 the board of directors of the company shall explain to the shareholders’ meeting the non-standard audit opinions issued by the certified public accountant on the company’s financial report.
Article 7 the board of directors may decide the company’s foreign investment, acquisition and sale of assets, loans and asset mortgages, external guarantees, entrusted financial management, related party transactions, external donations and other matters within the following scope of authority: (I) the investment authority of the board of directors of the company: the one-time foreign investment shall not exceed 15% of the company’s recently audited net assets; The decision-making power that the foreign investment does not exceed 20% of the company’s recently audited net assets within 12 consecutive months; Stock, futures and other venture capital decisions that do not exceed 10% of the company’s latest audited net assets in aggregate.
Foreign investment, stocks, futures and other venture capital beyond the above authority shall be decided by the general meeting of shareholders of the company.
(II) the authority of the board of directors to purchase and sell assets: to consider matters in which the company’s assets purchased and sold within one year do not exceed 10% of the company’s latest audited total assets.
Within one year, the purchase and sale of assets by the company exceeds 10% of the total audited assets of the company in the latest period and is dissatisfied with 30% of the total audited assets of the company in the latest period shall be approved by the general meeting of shareholders of the company by ordinary resolution.
(III) loan and asset mortgage authority of the board of directors of the company: authorize the board of directors to handle relevant loan authority within the scope of asset mortgage authority where the mortgaged assets do not exceed 40% of the total assets of the company.
(IV) external guarantee authority of the board of directors of the company: on the premise that the guaranteed provides mutual guarantee, decide on other external guarantee matters other than the external guarantee approved by the general meeting of shareholders in accordance with Article 42 of the articles of association.
(V) the authority of the board of directors of the company to entrust financial management: the board of directors of the company cannot decide the entrusted financial management matters of the company. (VI) deliberation authority of the board of directors on connected transactions: the total amount of transactions with connected persons is more than 3 million yuan and 0.5% of the latest audited net assets of the company (the connected transactions concluded between the company and the same connected person on the same subject within 12 consecutive months shall be calculated according to the cumulative amount, the same below), At the same time, the transaction amount is less than 30 million yuan or accounts for less than 5% of the company’s latest audited net assets.
Related party transactions with a total amount of more than 30 million yuan and accounting for more than 5% of the latest audited net assets of the company shall be submitted to the general meeting of shareholders for deliberation and approval.
(VII) external donation authority of the board of directors of the company: the total amount of annual cumulative external donation funds shall not exceed 5% of the company’s latest audited net assets.
When exercising the above functions and powers, the board of directors shall establish strict review and decision-making procedures. Major investment projects shall be reviewed by relevant experts and professionals and reported to the general meeting of shareholders for approval.
Article 8 the chairman 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) supervise and inspect the implementation of the resolutions of the board of directors;
(III) the chairman of the board of directors may decide the company’s foreign investment and donation within the following limits of authority: 1. The one-time foreign investment shall not exceed 5% of the company’s recently audited net assets; The decision-making power that the foreign investment does not exceed 10% of the latest audited net assets of the company within 12 consecutive months;
2. The stock and futures investment decision-making power that does not exceed 5% of the company’s recently audited net assets.
3. The total amount of annual accumulative external donations shall not exceed 1% of the company’s latest audited net assets.
(IV) other functions and powers authorized by the board of directors.
Chapter III convening procedures of board meeting
Article 9 the board of directors shall hold at least two meetings every year, which shall be convened by the chairman of the board of directors, and all directors and supervisors shall be notified in writing 10 days before the meeting is held.
Article 10 the interim meeting of the board of directors may be decided according to needs, and shall be communicated by fax, telephone, e-mail, etc. three days before the meeting.
The following persons or units have the right to propose to convene an interim meeting of the board of directors:
(I) when the chairman considers it necessary;
(II) proposed by shareholders holding more than one tenth of the voting rights;
(III) when more than one-third of the directors jointly propose;
(IV) when proposed by the board of supervisors;
(V) when proposed by the general manager;
(VI) when more than half of the independent directors propose;
(VII) at the request of the securities regulatory authority;
(VIII) other circumstances stipulated in the articles of association.
Article 11 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 securities affairs department or directly. The written proposal shall specify the following items:
(I) the name of the proposer;
(II) the reasons for the proposal or the objective reasons on which the proposal is based;
(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.
After receiving the above written proposals and relevant materials, the securities affairs department shall transmit them to the chairman of the board of directors on the same day. If the chairman believes that the content of the proposal is unclear, 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 the request of the securities regulatory authority.
Article 12 for convening regular and interim meetings of the board of directors, the securities affairs department shall give a written notice 10 days and 3 days in advance respectively, and submit it to all directors and supervisors, the general manager and the Secretary of the board of directors by direct delivery, fax, telephone, e-mail or other means. 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 may be sent by telephone or other oral means at any time, but the convener shall make an explanation at the meeting.
With the consent of all directors and supervisors, the aforesaid notice period of the board meeting can be exempted from execution.
Article 13 If a director has attended the meeting and has not raised an objection that he has not received the meeting notice before or at the meeting, he shall be deemed to have given the meeting notice to him.
Article 14 the notice of the board meeting shall at least include the following contents:
(I) date and place of the meeting;
(II) duration of the meeting;
(III) reasons and topics;
(IV) date of notice.
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 15 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 original date of the meeting, explaining the situation and the relevant contents and relevant 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.
Chapter IV voting procedures of board meeting
Article 16 the meeting of the board of directors can be held only when more than half of the directors are present. A resolution made by the board of directors must be adopted by more than half of all directors. The voting of resolutions of the board of directors shall be one person, one vote.
Supervisors and senior executives 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 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 17 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.
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) signature and date of the client.
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.
If a director fails to attend a 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.
Article 18 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. 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.
Article 19 the voting method of the resolution of the board of directors is: open ballot. Each director has one vote.
Article 20 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. The whole process of the board meeting can be recorded or videotaped as necessary, and the resolutions of the board of directors shall be signed by the directors attending the meeting.
If the meeting is not held on site, the number of directors attending the meeting shall be calculated by video showing the directors present, the directors who express their opinions in the teleconference, the effective voting 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 21 the chairman of the meeting shall request the directors attending the board meeting to express clear opinions on various proposals. For basis
