Jiangsu Eastern Shenghong Co.Ltd(000301)
Rules of procedure of the board of directors
(reviewed and approved by the third extraordinary general meeting of shareholders in 2022 on March 16, 2022)
Chapter I General Provisions
Article 1 Jiangsu Eastern Shenghong Co.Ltd(000301) (hereinafter referred to as “the company”) in order to standardize the discussion methods and procedures of the board of directors, ensure that the board of directors implements the resolutions of the general meeting of shareholders, improve work efficiency and ensure scientific decision-making, in accordance with the provisions of the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the Jiangsu Eastern Shenghong Co.Ltd(000301) articles of Association (hereinafter referred to as “the articles of association”), Formulate these rules.
Article 2 These rules are binding on all directors, the Secretary of the board of directors, supervisors and other relevant personnel attending the meeting of the board of directors.
Chapter II convening of the meeting
Article 3 the meetings of the board of directors are divided into regular meetings and interim meetings. The regular meeting of the board of directors shall be held at least twice a year, which shall be convened by the chairman.
Under any of the following circumstances, the board of directors shall convene an interim meeting of the board of directors within 10 days after receiving the proposal: (I) when the chairman considers it necessary;
(II) proposed by shareholders representing more than one tenth of the voting rights;
(III) when more than one-third of the directors jointly propose;
(IV) when more than half of the independent directors jointly propose;
(V) when proposed by the board of supervisors;
(VI) when proposed by the general manager.
In items (II) to (VI), the proposer shall explain the reasons in writing and require the convener to convene an interim meeting of the board of directors.
Article 4 the notice of the board meeting shall be sent by special person, fax or e-mail; The notice time limit is: the notice of the regular meeting shall be sent in writing 10 days before the meeting, and the notice of the interim meeting shall be sent in writing 3 days before the meeting.
In case of special circumstances, if it is necessary to convene an interim meeting of the board of directors as soon as possible, it may not be subject to the above time limit of meeting notice, but the convener shall make an explanation at the meeting.
Article 5 the notice of the board meeting shall at least include the following contents:
(I) date, time and place of the meeting;
(II) convening method of the meeting;
(III) reasons and topics;
(IV) date of notice;
(V) other matters.
Article 6 the board of directors shall provide all directors with sufficient materials, and deliver the relevant materials of the meeting topics and the information and data that are helpful for directors to understand the business development of the company to all directors when sending the notice of convening the board meeting.
When more than half of the independent directors think that the information is insufficient or the argument is unclear, they can jointly submit a written proposal to the board of directors to postpone the convening of the meeting of the board of directors or postpone the consideration of the matter, which shall be adopted by the board of directors.
Article 7 proposals that need to be submitted to the board of directors for research, discussion and resolution shall be submitted to the Secretary of the board of directors in advance. The Secretary of the board of directors shall collect, classify and submit them to the chairman for review, and the chairman shall decide whether to include them in the agenda.
In principle, all proposals submitted shall be included in the agenda. For proposals that are not included in the agenda, the chairman of the board of directors shall explain the reasons to the proposer in writing, and shall not press and refuse to discuss or respond. Otherwise, the proposer has the right to reflect the situation to the relevant regulatory authorities.
The contents of the proposal shall be delivered to all directors and relevant persons who need to attend the meeting as nonvoting delegates together with the meeting notice.
Article 8 the proposal of the board of directors shall meet the following conditions:
(I) the content does not conflict with the provisions of laws, administrative regulations and the articles of association, and belongs to the scope of responsibilities of the board of directors;
(II) the proposal must conform to the interests of the company and all shareholders;
(III) there are clear topics and specific matters;
(IV) must be submitted in writing.
Article 9 the board of directors shall exercise its functions and powers within the scope specified in the articles of association or authorized by the general meeting of shareholders.
Chapter III convening of the meeting
Article 10 the meeting of the board of directors shall be held by on-site voting. On the premise of ensuring that directors can fully express their opinions, the meeting of the board of directors can also be held by means of communication voting and on-site combined with communication voting.
Article 11 the meeting of the board of directors shall be held only when more than half of the directors are present.
Article 12 the meeting of the board of directors shall be convened and presided over by the chairman. 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 13 the meeting of the board of directors shall be attended by directors in person. If a director is unable to attend for some reason, he may entrust other directors in writing to attend on his behalf.
The power of attorney shall specify the name of the agent, 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.
Article 14 If a director fails to attend the meeting of the board of directors in person or entrust other directors to attend the meeting of the board of directors for two consecutive times, he shall be deemed unable to perform his duties, and the board of directors shall recommend the general meeting of shareholders to replace him.
Article 15 the company’s senior executives and supervisors shall attend the meetings of the board of directors as nonvoting delegates. The convener of the meeting may invite the company’s consultants and proponents to attend the meeting as nonvoting delegates when he deems it necessary.
Chapter IV voting at the meeting
Article 16 the board of directors shall vote on all proposals put on the agenda item by item, and shall not shelve or refuse to vote for any reason. If there are different proposals on the same matter, the voting shall be conducted in the chronological order of the proposals to make a resolution on the matter.
Article 17 the chairman of the meeting shall, according to the specific circumstances, specify the time and number of speeches of each person; Within the prescribed speaking time, the speech of the directors shall not be interrupted halfway to ensure that the directors enjoy full speaking rights.
Article 18 the voting at the meeting of the board of directors shall be one person, one vote, and the voting methods of resolutions are: open ballot and show of hands.
On the premise of ensuring that the directors can fully express their opinions, the board of directors can adopt communication voting and make resolutions, which shall be signed by the directors attending the meeting.
Article 19 If the directors attend the meeting by means of communication voting, they shall vote by open ballot with voting votes filled in.
The Secretary of the board of directors shall be responsible for organizing and preparing the voting votes of the board of directors, which shall at least include the following contents:
(I) the session and time of the board of directors;
(II) signature of directors;
(III) matters to be considered and voted on;
(IV) instructions on the way of voting for, against and abstention;
(V) other items that need to be recorded.
The voting votes filled in by the directors shall be delivered by hand, fax or e-mail to the designated address within the time specified in the meeting notice, otherwise they shall be deemed not to attend the meeting.
Article 20 a resolution made by the board of directors must be adopted by more than half of all directors.
If the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 24 of the articles of association, it shall also be subject to the resolution of the board meeting attended by more than two-thirds of the directors.
External guarantees and other matters to be considered by the board of directors shall be approved and resolved by more than two-thirds of the directors present at the board of directors at the same time.
Article 21 If 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 3, the matter shall be submitted to the general meeting of shareholders for deliberation.
Related parties shall ensure that the information provided by them is true and complete. If they are related to the enterprise involved in the matters decided at the meeting, they shall inform the Secretary of the board of directors in time.
Article 22 the directors shall fulfill the obligation of diligence and conscientiousness, carefully consider the proposals submitted, and give clear reasons for voting against or abstaining from voting on the proposals.
Article 23 except for the supervisors and general manager who shall attend the board meeting as nonvoting delegates as stipulated in the company law and the articles of association, other nonvoting delegates shall only attend the meeting when discussing relevant topics and shall withdraw at other times. All attendees have the right to speak, but not to vote. Before making a decision, the board of directors shall fully listen to the opinions of non voting participants.
Chapter V meeting minutes
Article 24 the board of directors shall make minutes of the discussion process and decisions of the matters discussed at the meeting, which shall include the following contents:
(I) the date and place of the meeting and the name of the convener;
(II) the names of the directors present and the directors entrusted to attend the board of directors;
(III) agenda of the meeting;
(IV) key points of directors’ speech;
(V) voting method and result of each resolution (the voting result shall indicate the number of votes for, against or abstention).
Article 25 the directors attending the meeting and the recorder shall sign on the meeting minutes. The directors who sign on the meeting minutes may object to a topic and record it in the meeting minutes.
Article 26 If the resolution of the board of directors violates laws, administrative regulations or the articles of association and these rules, resulting in serious economic 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 or raised objection during voting and recorded in the minutes of the meeting, the director may be exempted from liability.
Chapter VI post meeting matters
Article 27 after the resolution of the board of directors is formed, the general manager of the company shall be responsible for the implementation, and the general manager shall timely report the implementation of the resolution to the board of directors.
Article 28 The executors of relevant resolutions shall report to the board of directors on the implementation and implementation of previous resolutions of the board of directors at the board of directors, and the directors have the right to ask relevant personnel about the implementation and implementation of previous resolutions of the board of directors.
Article 29 the board of directors shall supervise and inspect the implementation of the resolutions of the board of directors. If the specific implementation violates the resolutions of the board of directors or is inconsistent with the spirit of the resolutions of the board of directors, the board of directors shall instruct the executor to make a written explanation and correct it; If losses are caused to the company due to personal fault or gross negligence, they shall be investigated for personal responsibility.
Article 30 the Secretary of the board of directors shall be responsible for reporting the meeting minutes, resolutions and other relevant materials to the relevant regulatory authorities after the meeting, and handling the information disclosure on the public media.
Article 31 before the decisions of the board of directors are disclosed through normal channels, all personnel participating in the meeting shall not disclose secrets in any way, let alone seek private interests. If the above acts occur, the parties shall bear all the consequences and be investigated for legal responsibility according to the circumstances.
Article 32 the meeting archives of the board of directors include the meeting notice and meeting materials, meeting attendance, resolutions, meeting minutes signed and confirmed by the attending directors, resolution announcement, etc. The minutes of the board meeting shall be kept as the company’s archives for 15 years.
Chapter VII supplementary provisions
Article 33 unless otherwise specified, the terms used in these rules have the same meanings as those in the articles of association.
Article 34 matters not covered in these rules or in conflict with the provisions of relevant laws, administrative regulations, normative documents and the articles of association promulgated or modified after the rules come into force shall be implemented in accordance with the provisions of relevant laws, administrative regulations, normative documents and the articles of association.
Article 35 these Rules shall be formulated, amended and interpreted by the board of directors and shall come into force from the date of deliberation and adoption by the general meeting of shareholders of the company. From the effective date of these rules, the rules of procedure of the board of directors considered and adopted by the second extraordinary general meeting of shareholders in 2014 in March 2014 shall be repealed at the same time.
Jiangsu Eastern Shenghong Co.Ltd(000301)
March 2022
