Guangdong Tapai Group Co.Ltd(002233)
Rules of procedure of the board of directors
Revised in March 2002
catalog
Chapter I General Provisions Chapter II functions and powers of the board of Directors Chapter III regular and interim meetings Chapter IV convening, presiding over and notification of board meetings 8 Chapter V convening and attendance of the board meeting Chapter VI discussion and voting procedures of the board of Directors Chapter VII resolutions and minutes of board meetings 13 Chapter VIII Supplementary Provisions sixteen
Chapter I General Provisions
Article 1 Purpose
In order to further standardize the discussion methods and decision-making procedures of the board of directors of Guangdong Tapai Group Co.Ltd(002233) (hereinafter referred to as "the company"), promote the directors and the board of directors to effectively perform their duties, improve the standard operation and scientific decision-making level of the board of directors, and give full play to the central role of the board of directors in business decision-making, in accordance with the company law of the people's Republic of China (hereinafter referred to as "the company law") These rules are formulated in accordance with the securities law of the people's Republic of China (hereinafter referred to as the Securities Law), the Guangdong Tapai Group Co.Ltd(002233) articles of Association (hereinafter referred to as the articles of association) and other relevant laws and regulations. Article 2 status
The company has a board of directors, which is the operation and decision-making center of the company. Entrusted by the general meeting of shareholders, the board of directors is responsible for the operation and management of the company's corporate property and is responsible for the general meeting of shareholders. Article 3 special committees
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 committee and standardizing the operation of the special committee. Article 4 number of members
The board of directors is composed of 5 to 9 directors, with one chairman and one vice chairman.
Article 5 Secretary of the board of directors and securities affairs representative
The company appoints the Secretary of the board of directors to be responsible for the preparation of the general meeting of shareholders and the meeting of the board of directors, the custody of documents, the management of shareholders' information and the handling of information disclosure. The company appoints a securities affairs representative to assist the Secretary of the board of directors in performing his duties. Article 6 Office of the board of directors
The office of the board of directors is set under the board of directors to handle the daily affairs 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 7 information awareness of directors
The company can regularly send financial statements, operation and management information and background information of major events by e-mail or written form every month or quarter to ensure that the directors can timely grasp the company's performance, financial status and prospects and effectively perform their duties.
Directors should actively obtain the company's information through other channels, especially strengthen communication with minority shareholders. Directors should fully consider the interests and demands of minority shareholders when considering relevant proposals and making relevant decisions.
The directors may contact the senior management of the company at any time to ask for detailed information, explanation or discussion on the operation and management of the company. The directors may request the company to reply to the questions raised by them in time and provide the information they need in time.
The company shall provide the new directors with the opportunity to participate in the training organized by the securities regulatory department, and urge the directors to familiarize themselves with the laws, regulations and normative documents related to the performance of their duties as soon as possible.
Chapter II functions and powers of the board of directors
Article 8 the board of directors shall exercise the following functions and powers:
（1） Convene the general meeting of shareholders and report to the general meeting of shareholders;
（2） Implement the resolutions of the general meeting of shareholders;
（3） Decide on the company's business plan and investment plan;
（4） Formulate the company's annual financial budget plan and final account plan;
（5） Formulate the company's profit distribution plan and loss recovery plan;
（6） Formulate plans for the company to increase or reduce its registered capital, issue bonds or other securities and list; (VII) draw up plans for the company's major acquisition, acquisition of the company's shares, merger, division, dissolution and change of company form; Make a resolution on the company's acquisition of the company's shares due to items (III), (V) and (VI) of Article 24 of the articles of Association; (VIII) unless otherwise stipulated by laws and regulations or the exchange, review and approve the following transactions stipulated in article 6.1.1 of the Listing Rules of Shenzhen Stock Exchange: 1. The total assets involved in the transaction are less than 50% of the company's latest audited total assets. If the total assets involved in the transaction have both book value and evaluated value, the higher one shall prevail; 2. The net assets involved in the subject matter of the transaction (such as equity) are less than 50% of the company's latest audited net assets. If the net assets involved in the transaction have both book value and assessed value, the higher one shall prevail; 3. The relevant operating income of the transaction object (such as equity) in the latest fiscal year is less than 50% of the audited operating income of the company in the latest fiscal year; 4. The relevant net profit of the subject matter of the transaction (such as equity) in the latest fiscal year is less than 50% of the audited net profit of the company in the latest fiscal year; 5. The transaction amount (including debts and expenses) of the transaction is less than 50% of the company's latest audited net assets; 6. The profit generated from the transaction is less than 50% of the audited net profit of the company in the latest fiscal year. If the data involved in the above index calculation is negative, take its absolute value for calculation. Other relevant calculation standards shall be subject to the provisions of Chapter VI of the Listing Rules of Shenzhen Stock Exchange; (IX) unless otherwise stipulated by laws and regulations and the exchange, review and approve the related party transactions between the company and related parties with a transaction amount of less than 30 million yuan or less than 5% of the absolute value of the company's latest audited net assets; (x) review and approve the loan whose single loan amount accounts for less than 30% of the company's latest audited net assets; （11） Decide on the establishment of the company's internal management organization; （12） Decide on the appointment or dismissal of the company's manager, Secretary of the board of directors and other senior managers, and decide on their remuneration, rewards and punishments; According to the nomination of the manager, decide to appoint or dismiss the company's deputy manager, financial director and other senior managers, and decide on their remuneration, rewards and punishments; （13） Formulate the basic management system of the company; （14） Formulate the amendment plan of the articles of Association; （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 company manager and check the work of the manager; （18） Other functions and powers granted by laws, administrative regulations, departmental rules or the articles of association. Article 9 provision of guarantee
The guarantee provided by the company shall not only be deliberated and approved by more than half of all directors, but also be deliberated and approved by more than two-thirds of the directors attending the board meeting and made a resolution, and shall be disclosed to the public in a timely manner.
If the guarantee provided by the company falls into one of the following circumstances, it shall also be submitted to the general meeting of shareholders for deliberation after the deliberation and approval of the board of directors: (I) the amount of a single guarantee exceeds 10% of the company's latest audited net assets; (II) any guarantee provided after the total amount of guarantee provided by the company and its holding subsidiaries exceeds 50% of the company's latest audited net assets; (III) any guarantee provided after the total amount of guarantee provided by the company and its holding subsidiaries exceeds 30% of the total audited assets of the company in the latest period; (IV) the latest financial statement data of the guaranteed object shows that the asset liability ratio exceeds 70%; (V) the accumulative amount of guarantee in the last 12 months exceeds 30% of the company's total assets audited in the latest period; (VI) guarantees provided to shareholders, actual controllers and their affiliates; (VII) other circumstances stipulated by Shenzhen Stock Exchange or the articles of association. Article 10 independent directors
Independent directors shall implement in accordance with laws, administrative regulations and relevant provisions of the CSRC and the stock exchange. Article 11 the Chairman performs his duties
The chairman of the board of directors shall be primarily responsible for the operation of the board of directors, ensure that the topics proposed by the directors or senior managers are included in the agenda of the board of directors in a timely manner, ensure that the directors have timely, full and complete access to the relevant background materials of the company's operation and various topics of the board of directors, and ensure that the operation of the board of directors is in line with the best interests of the company.
The chairman of the board of directors shall promote the culture of open and democratic discussion, ensure that each agenda of the board of directors has sufficient discussion time, encourage directors with different opinions to fully express their opinions, ensure effective communication between internal and external directors, and ensure scientific and democratic decision-making of the board of directors.
The chairman of the board of directors shall take measures to maintain effective communication with shareholders, ensure that shareholders' opinions, especially those of institutional investors and small and medium-sized investors, can be fully conveyed at the board of directors, and protect the proposal right and right to know of institutional investors and small and medium-sized shareholders.
Chapter III regular and interim meetings
Article 12 board meeting
The meetings of the board of directors are divided into regular meetings and interim meetings. Article 13 regular meetings
The board of directors shall hold a regular meeting at least once a year in the previous two and a half years. Article 14 proposals of regular meetings
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.
Before drawing up a proposal, the chairman of the board of directors shall solicit the opinions of the manager and other senior managers as necessary. Article 15 interim meeting
Under any of the following circumstances, the board of directors shall convene an interim meeting:
(I) when shareholders representing more than 1 / 10 of the voting rights propose;
(II) when more than 1 / 3 of the directors jointly propose;
(III) when proposed by the board of supervisors;
(IV) when the chairman considers it necessary;
(V) other circumstances stipulated by laws, regulations or the articles of association. Article 16 proposal procedure of interim meeting
If an interim meeting of the board of directors is proposed to be held 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 office of the board of directors or directly. The written proposal shall contain the following items: (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 be 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 office of the board of directors shall transmit them to the chairman of the board of directors on the same day. If the chairman of the Board 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.
Chapter IV convening, presiding over and notification of board meetings
Article 17 convening and presiding over the meeting
The board meeting shall be convened and presided over by the chairman; If the chairman is unable or fails to perform his duties, the vice chairman shall preside over the meeting; If the vice chairman is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall convene and preside over the meeting. Article 18 notice of meeting
When convening regular meetings and interim meetings of the board of directors, the office of the board of directors shall submit the notice of the meeting to all directors and supervisors, managers and secretaries of the board of directors through personal delivery, e-mail, fax, telephone, SMS, wechat or other means 10 and 5 days in advance. If it is not sent by a specially assigned person, 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. Article 19 contents of meeting notice
The meeting notice shall at least include the following contents:
（1） Time, place and duration of the meeting;
（2） Convening method of the meeting;
（3） Matters to be considered (proposal of the meeting);
（4） The proposal of the moderator and the temporary convener of the meeting;
（5） Meeting materials necessary for directors' voting;
（6） The directors shall attend the meeting in person or entrust other directors to attend the meeting on their behalf;
（7） Date, contact person and contact information of the notice.
The notice of oral meeting shall at least include the contents of items (I), (II) and (III) above, as well as the description of the urgent need to convene an interim meeting of the board of directors as soon as possible. Article 20 change of meeting notice
After the 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 proposal of the meeting, a 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. Article 21 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 sent the meeting notice to the director and received the meeting notice.
Chapter V convening and attendance of board meetings
Article 22 convening of the meeting
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.
Supervisors may attend the meetings of the board of directors as nonvoting delegates; If the 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 23 attendance in person and entrusted attendance
In principle, directors shall attend the board meeting 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 specify: (1) the names of the principal and the agent
