Jiangxi Sanxin Medtec Co.Ltd(300453)
Rules of procedure of the board of directors (March 2022)
Chapter I General Provisions
Article 1 These rules are formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and Jiangxi Sanxin Medtec Co.Ltd(300453) articles of Association (hereinafter referred to as the “articles of association”) in order to standardize the company’s behavior, improve the structure and decision-making procedures of the board of directors, strengthen the independence and effectiveness of the board of directors, and ensure the work efficiency and scientific decision-making of the board of directors.
Chapter II directors
Article 2 directors shall have the following qualifications:
(I) the directors of the company are natural persons. Directors are not required to hold shares in the company.
(II) have basic knowledge of the company’s operation, be familiar with national economic policies and relevant laws and regulations, and have the ability and experience suitable for serving as a director.
(III) under the circumstances stipulated in Article 146 of the company law or other circumstances stipulated by laws, administrative regulations or departmental rules, those who cannot serve as directors shall not serve as directors of the company.
Article 3 directors shall ensure that they have enough time and energy to perform their due duties.
Chapter III board of directors and its responsibilities
Article 4 the company has a board of directors. The board of directors is responsible to the general meeting of shareholders.
Article 5 the board of directors of the company is composed of 7-9 directors, of which no less than 1 / 3 are independent directors. The board of directors has one chairman and one vice chairman. The chairman and vice chairman shall be elected by more than half of all directors of the company. The company has a secretary of the board of directors.
Article 6 the board of directors shall have a reasonable professional structure, and the members of the board of directors shall have the knowledge, skills and quality necessary for performing their duties. Independent directors should include at least one accounting professional.
The accounting professionals mentioned in the preceding paragraph refer to relevant persons who meet at least one of the following conditions:
(I) have the qualification of certified public accountant;
(II) have a senior professional title, associate professor or above, or a doctor’s degree in accounting, auditing or financial management.
Article 7 the functions and powers of the board of directors shall be stipulated in the articles of association.
Article 8 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 9 the chairman of the board of directors of the company shall be elected and removed by more than half of all directors.
Article 10 the chairman of the board of directors 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) sign important documents of the board of directors and other documents that should be signed by the legal representative of the company;
(IV) in case of force majeure such as catastrophic natural disasters, exercise the special disposal right of the company’s affairs in accordance with the laws and regulations and the interests of the company, and report to the board of directors and the general meeting of shareholders afterwards;
(V) other functions and powers authorized by the board of directors.
Article 11 if the chairman is unable or fails to perform his duties, the vice chairman shall perform his duties; If the vice chairman is unable or fails to perform his duties, a director jointly recommended by more than half of the directors shall perform his duties.
Article 12 the company shall set up a secretary of the board of directors. The Secretary of the board of directors is the senior management of the company and is responsible to the board of directors.
Article 13 the Secretary of the board of directors shall have the professional knowledge of finance, management and law necessary for performing his duties, have good professional ethics and personal morality, and obtain the qualification certificate of the Secretary of the board of directors issued by the stock exchange.
The Secretary of the board of directors shall have the following qualifications:
(I) have a college degree or above, and have been engaged in secretarial, management and equity affairs for more than three years;
(II) have certain knowledge of finance, taxation, law, finance, enterprise management and computer application, have good personal quality and professional ethics, strictly abide by relevant laws, regulations and rules, and be able to perform duties faithfully;
(III) the directors or other senior managers of the company may concurrently serve as the Secretary of the board of directors, but the supervisors shall not concurrently serve; (IV) the situation that the company’s articles of association stipulates that he shall not serve as a director of the company applies to the Secretary of the board of directors;
(V) a person who has been subject to the latest administrative punishment by the relevant securities administration department or institution for less than three years shall not serve as the Secretary of the board of directors;
(VI) being publicly condemned or criticized by the stock exchange for more than three times in the past three years;
(VII) other circumstances under which the stock exchange determines that it is not suitable to serve as the Secretary of the board of directors;
(VIII) the accountant of the accounting firm and the lawyer of the law firm appointed by the company shall not concurrently serve as the Secretary of the board of directors.
Article 14 the main responsibilities of the Secretary of the board of directors are:
(I) be responsible for timely communication and liaison between the company and relevant parties;
(II) prepare the meetings of the board of directors and the general meeting of shareholders in accordance with legal procedures, and prepare and submit the documents of the board of directors and the general meeting of shareholders to be considered;
(III) participate in the meeting of the board of directors, make meeting minutes and sign;
(IV) be responsible for keeping the register of shareholders and the register of directors of the company, the information on the shares held by major shareholders, directors, supervisors and senior managers, as well as the meeting documents and minutes of the board of directors and the general meeting of shareholders;
(V) assist directors, supervisors and senior managers to understand laws, regulations, rules, articles of association and these rules related to information disclosure;
(VI) urge the board of directors to exercise its functions and powers according to law; When the resolution proposed by the board of directors violates laws, regulations, rules, articles of association and these rules, it shall remind the directors attending the meeting and request the supervisors attending the meeting to express their opinions on it; If the board of directors insists on making the above resolution, the Secretary of the board of directors shall record the opinions of relevant supervisors and their individuals in the minutes of the meeting.
Article 15 the Secretary of the board of directors shall abide by the articles of association, bear the relevant legal responsibilities of senior managers, be honest and diligent to the company, and shall not use his power to seek benefits for himself or others.
Article 16 the Secretary of the board of directors shall be nominated by the chairman and appointed or dismissed by the board of directors. If a director concurrently serves as the Secretary of the board of directors, if a certain act needs to be done by the director and the Secretary of the board of directors respectively, the person concurrently serving as the director and the Secretary of the board of directors of the company shall not do it in a dual capacity.
Article 17 the company shall have sufficient reasons to dismiss the Secretary of the board of directors, and shall not dismiss him without reason. Under any of the following circumstances, the company shall dismiss the Secretary of the board of directors within one month from the date of occurrence:
(I) under any of the circumstances specified in these rules, he shall not serve as the Secretary of the board of directors of the company;
(II) unable to perform duties for more than three consecutive months;
(III) major mistakes or omissions in the performance of duties, causing heavy losses to the company and shareholders;
(IV) violating national laws, regulations, rules and articles of association, causing heavy losses to the company and shareholders.
Article 18 when appointing the Secretary of the board of directors, the company shall sign a confidentiality agreement with him, requiring him to promise to continue to perform the obligation of confidentiality during his term of office and after leaving office until the relevant information is disclosed, except for the information involving the company’s violations of laws and regulations.
Before leaving office, the Secretary of the board of directors shall accept the departure review of the board of directors and the board of supervisors, and hand over relevant archives and documents and matters being handled or to be handled under the supervision of the board of supervisors of the company.
During the vacancy of the Secretary of the board of directors, the board of directors shall appoint a director or senior manager to act as the Secretary of the board of directors, and determine the candidate of the Secretary of the board of directors as soon as possible. Before the company appoints a person to act as the Secretary of the board of directors, the chairman of the board of directors shall act as the Secretary of the board of directors. After the vacancy period of the Secretary of the board of directors exceeds three months, the chairman of the board of directors shall act as the Secretary of the board of directors until the company formally appoints the Secretary of the board of directors.
Article 19 the board of directors of the company shall establish an audit committee, and may establish special committees for strategic decision-making, nomination, remuneration and assessment in accordance with the relevant resolutions of the general meeting of shareholders. Each special committee is responsible to the board of directors. Article 20 all members of the special committee shall be composed of directors. Each special committee shall have a convener (Chairman) who shall be responsible for convening and presiding over the meetings of the Committee. Among them, the audit committee, the nomination committee and the remuneration and assessment committee shall have a majority of independent directors and serve as the convener. At least one independent director of the audit committee shall be an accounting professional.
Article 21 the main responsibilities of the strategic decision-making committee are:
(I) study the company’s long-term development strategic planning and put forward suggestions;
(II) 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;
(III) 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;
(IV) study and put forward suggestions on other major issues affecting the development of the company;
(V) other matters authorized by the board of directors.
Article 22 the main responsibilities of the audit committee are:
(I) propose to hire or replace the external audit institution;
(II) supervise the company’s internal audit system and its implementation;
(III) be responsible for the communication between internal audit and external audit;
(IV) review the company’s financial information and its disclosure;
(V) review the company’s internal control system.
Article 23 the main responsibilities of the nomination committee are:
(I) study the selection criteria and procedures of directors and senior managers and put forward suggestions;
(II) widely collect qualified candidates for directors and senior managers;
(III) review the candidates for directors and senior managers and put forward suggestions.
Article 24 the main responsibilities of the remuneration and assessment committee are:
(I) formulate the salary and evaluation scheme according to the work content, responsibilities and importance of the posts of directors and senior managers and the salary level of similar posts in the same industry. The salary and evaluation scheme includes but is not limited to the salary scheme, performance evaluation standards, evaluation procedures, evaluation methods, main standards of rewards and punishment and relevant systems;
(II) review the work report submitted by the directors and senior managers of the company, and evaluate the performance of the directors and senior managers of the company;
(III) supervise the implementation of the company’s salary system and resolutions;
(IV) put forward suggestions and plans for incentive plans for directors and senior managers;
(V) other matters authorized by the board of directors.
Article 25 extraordinary committees shall be established.
Article 26 each special committee may employ an intermediary institution to provide professional advice, and the relevant expenses shall be borne by the company.
Chapter IV convening and convening of board meetings
Article 27 the meetings of the board of directors are divided into regular meetings and interim meetings.
The board of directors shall hold regular meetings at least twice a year.
Shareholders representing more than one tenth of the voting rights of the company, more than one third of the directors, independent directors or the board of supervisors may propose to convene an interim meeting of the board of directors. If an independent director proposes to convene the board of directors, it shall obtain the consent of more than half of all independent directors. 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.
Article 28 the proposer shall explain in writing the reasons and relevant topics for requiring the chairman to convene the interim meeting of the board of directors.
Article 29 when the company holds a meeting of the board of directors, under normal circumstances, the chairman of the board of directors shall decide the time, place, content and participants of the meeting, and notify the Secretary of the board of directors 15 days before the meeting. The meeting notice shall be signed and issued by the chairman, and the Secretary of the board of directors shall be responsible for notifying the directors and relevant personnel and making preparations for the meeting, preparing the meeting materials according to the instructions of the chairman and delivering them to the chairman for review in time.
Article 30 the notice of the board meeting shall include the following contents:
(I) time and place of the meeting;
(II) duration of the meeting;
(III) reasons and topics. The board of directors shall list the matters discussed by the board of directors in the notice of convening the meeting, and fully disclose the contents of all proposals;
(IV) date of notice.
Article 31 the Secretary of the board of directors shall send the notice of the meeting in writing to the directors attending the meeting. The notice of meeting can be delivered by hand, mail or other means. The notice of regular meeting shall be sent to all participants 10 days in advance, and the notice of temporary meeting shall be sent 3 days in advance. However, in case of emergency, the meeting can be notified at any time by oral or telephone.
Article 32 after receiving the notice of the meeting, all participants shall inform the Secretary of the board of directors whether to attend the meeting as soon as possible.
Article 33 the sign in system shall be implemented for the meeting of the board of directors. All personnel participating in the meeting must sign in in person and cannot be signed by others. The meeting attendance book and other written materials of the meeting shall be filed and kept together.
Article 34 The board of directors shall provide all directors with sufficient materials at least one day before the meeting of the board of directors, including relevant background materials of the meeting topics and information and data that are helpful for directors to understand the business progress of the company.
Article 35 after the notice of the meeting is issued, the new proposals and amendments to the original proposals proposed by the board of directors that are not listed in the notice of the meeting shall be delivered to all directors one day before the meeting of the board of directors, otherwise the date of the meeting shall be postponed accordingly.
Article 36 the board of directors shall be attended by the directors themselves. Directors shall attend the board of directors with a serious and responsible attitude and express clear opinions on the matters discussed. If a director is really unable to attend, he may entrust other directors in writing to vote on his behalf according to the wishes of the trustor, and the trustor shall bear legal responsibility independently.
Each 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.
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 power of attorney shall be delivered to the Secretary of the board of directors one day before the meeting. The Secretary of the board of directors shall register the power of attorney and announce it to the participants at the beginning of the meeting. 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.
Article 37 the power of attorney may be uniformly prepared by the Secretary of the board of directors
