Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd
Rules of procedure of the board of directors
March 2022
catalogue
Chapter I General Provisions Chapter II composition and powers of the board of directors one
Section I board of directors and its functions and powers one
Section II Chairman Chapter III board meeting five
Section I General Provisions five
Section II notice of meeting six
Section III convening of the meeting seven
Section IV voting and resolutions of the meeting nine
Section V meeting minutes and meeting minutes 11 chapter IV Supplementary Provisions twelve
Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd
Rules of procedure of the board of directors
Chapter I General Provisions
Article 1 in order to further standardize the discussion methods and decision-making procedures of the board of directors (hereinafter referred to as the “board of directors”) of Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd. (hereinafter referred to as the “company”), promote the directors and the board of directors to effectively perform their duties and improve the standard operation and scientific decision-making level of the board of directors, In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the guidelines for the articles of association of listed companies, the guidelines for the governance of listed companies, and the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”) These rules are formulated in accordance with the guidelines for the standardized operation of listed companies of small and medium-sized enterprises of Shenzhen Stock Exchange and the articles of association of Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd. (hereinafter referred to as the “articles of association”).
Chapter II composition and powers of the board of directors
Section I board of directors and its functions and powers
Article 2 the company has a board of directors, which is responsible for the general meeting of shareholders.
Article 3 the board of directors is composed of 7 directors, including 3 independent directors.
The board of directors shall have a chairman.
Article 4 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 company’s acquisition of shares under the following circumstances: 1. For employee stock ownership plan or equity incentive; 2. Converting shares into convertible corporate bonds issued by listed companies; 3. Necessary for the listed company to safeguard the company’s value and shareholders’ rights and interests;
(x) decide on the establishment of the company’s internal management organization;
（11） To decide on the appointment or dismissal of the chief executive officer, the Secretary of the board of directors and other senior managers of the company, and to decide on their remuneration, rewards and punishments; According to the nomination of the CEO, decide to appoint or dismiss the general manager, deputy general manager, financial director and other senior managers of the company, and decide on their remuneration, rewards and punishments;
（12） Formulate the basic management system of the company;
（13） Formulate the amendment plan of the articles of Association;
（14） Manage the information disclosure of the company;
（15） Propose to the general meeting of shareholders to hire or replace the accounting firm audited by the company;
（16） Listen to the work report of the CEO of the company and check the work of the CEO;
（17） Other functions and powers that shall be approved by the board of directors as stipulated in laws, administrative regulations, departmental rules or the articles of association.
If the board of directors exercises its functions and powers beyond the scope authorized by the general meeting of shareholders, it shall submit it to the general meeting of shareholders for deliberation. Article 5 the board of directors of the company shall establish special committees on strategy, audit, nomination, remuneration and assessment in accordance with the resolutions of the general meeting of shareholders. Each special committee shall be responsible to the board of directors, and the proposals of each special committee shall be submitted to the meeting of the board of directors for deliberation. Each special committee may hire an intermediary institution to provide professional advice, and the relevant expenses shall be borne by the company. The functions and powers and personnel composition of the special committee of the board of directors shall be determined by the board of directors by formulating relevant rules separately.
Article 6 the board of directors 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 7 the general meeting of shareholders authorizes the board of directors to exercise its functions and powers on the following matters when the general meeting of shareholders is not in session:
(I) purchase or sale of long-term assets, asset mortgage, foreign investment (including entrusted wealth management, entrusted loan, etc.), provision of financial assistance, lease in or lease out of assets, signing of management contracts (including entrusted operation, entrusted operation, etc.), gift or gift of assets, creditor’s rights or debt restructuring The cumulative amount of the above transactions or research and development agreements signed within 12 months;
(II) decide on external donations whose annual amount does not exceed 1% of the company’s audited net profit of the previous year;
(III) decide to make provision for impairment of assets that meet the following standards: the amount of provision for impairment of individual assets accounts for more than 30% of the absolute value of the audited net profit attributable to the shareholders of the listed company in the latest fiscal year, and the absolute value exceeds RMB 10 million; The total provision for impairment of all assets accounts for more than 50% of the absolute value of the audited net profit attributable to the shareholders of the listed company in the latest fiscal year, and the absolute value exceeds 20 million yuan;
(IV) on the premise of ensuring that the actual asset liability ratio of the company after obtaining the loan does not exceed 70%, decide the bank credit matters with a single amount accounting for less than 50% of the company’s recently audited net assets (including applying for credit line, credit loan, guaranteed loan and bill discount);
(V) decide on the company’s acquisition of shares under the following circumstances: 1. For employee stock ownership plan or equity incentive; 2. Converting shares into convertible corporate bonds issued by listed companies; 3. Necessary for the listed company to safeguard the company’s value and shareholders’ rights and interests;
(VI) other authorized matters approved by the general meeting of shareholders in the form of resolutions.
Among the above matters, the company law and other relevant laws and regulations and the listing rules stipulate that the matters must be deliberated and approved by the general meeting of shareholders.
The board of directors may, according to the actual situation of the company, delegate some of its functions and powers to the CEO within the scope of authority specified in this article.
Article 8 where the company provides guarantee transactions, it shall be submitted to the board of directors for deliberation. In case of compliance with the provisions of the articles of association, it shall also be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors. When the board of Directors considers the guarantee, it must be approved by more than 2 / 3 of the directors present at the meeting; Consideration of external guarantee matters shall also be subject to the consent of more than 2 / 3 of all independent directors.
Article 9 the following related party transactions shall be examined and approved by the board of directors:
(I) connected transactions between the company and connected natural persons with a transaction amount of more than 300000 yuan;
(II) related party transactions between the company and related legal persons with a transaction amount of more than 3 million yuan and accounting for more than 0.5% of the absolute value of the company’s latest audited net assets.
In addition to the approval of the board of directors, the related party transactions with the amount of more than 30 million yuan and accounting for more than 5% of the absolute value of the company’s latest audited net assets (excluding the company’s cash assets and guarantee) shall also be submitted to the general meeting of shareholders for deliberation.
Any guarantee provided by the company for related parties, regardless of the amount, shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors.
Section II Chairman
Article 10 the chairman of the board of directors shall be the director of the company and shall be elected and removed by the board of directors by more than half of all directors.
Article 11 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) exercise the functions and powers of the legal representative;
(IV) sign important documents of the board of directors and other documents that should be signed by the legal representative of the company; (V) in case of emergencies such as major natural disasters, exercise the special disposal right of the company’s affairs in line with the laws and regulations and the interests of the company, and report to the board of directors and the general meeting of shareholders in time afterwards;
(VI) other functions and powers authorized by the board of directors.
The chairman of the board of directors shall not engage in acts beyond the scope of his functions and powers.
When the chairman exercises his powers within the scope of his duties (including authorization), he shall make prudent decisions on matters that may have a significant impact on the operation of the company, and submit them to the board of directors for collective decision-making when necessary.
The chairman of the board of directors shall timely inform other directors of the implementation of the authorized matters.
Article 12 If the chairman is unable or fails to perform his duties, a director jointly recommended by more than half of the directors shall perform his duties.
Chapter III board meeting
Section I General Provisions
Article 13 the meetings of the board of directors are divided into regular meetings and interim meetings.
The board of directors shall hold at least two regular meetings every year, which shall be convened by the chairman, and all directors and supervisors shall be notified in writing 10 days before the meeting is held.
Article 14 proposal of regular meeting
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.
The chairman of the board of directors shall seek the opinions of the chief executive officer and other senior managers as necessary before formulating a proposal.
Article 15 shareholders representing more than 1 / 10 of the voting rights, more than 1 / 3 of the directors or the board of supervisors may propose to convene an interim meeting of the board of directors.
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: (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 of the company, 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 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 within five days after receiving the proposal, and may require the proposer to modify or supplement it twice at most.
If the proposer directly submits the above written proposal and relevant materials to the chairman, a copy shall be sent to the office of the board of directors at the same time.
The chairman of the board of directors shall issue a notice and convene the meeting of the board of directors within 10 days after receiving the formal draft of the proposal.
Article 17 convening and presiding over the meeting
The board meeting shall be convened and presided over by the chairman; If the chairman of the board of directors or more than half of the directors are unable to perform their duties, the duties shall be performed by more than one director.
Section II notice of meeting
Article 18 notice of meeting
When convening regular and interim meetings of the board of directors, the office of the board of directors shall submit the written notice of the meeting stamped with the seal of the office of the board of directors to all directors and supervisors by direct delivery, prepaid mail, fax and e-mail.
If it is necessary to convene an interim meeting of the board of directors as soon as possible due to emergencies, it may notify the convening of the meeting at any time by telephone, text message or other oral means, but the convener shall make an explanation at the meeting.
Article 19 contents of meeting notice
The written meeting notice shall at least include the following contents:
(I) time and place of the meeting;
(II) convening method of the meeting;
(III) reasons and topics;
(IV) duration of the meeting;
(V) the convener and moderator of the meeting, the proposer of the interim meeting and his written proposal;
(VI) meeting materials necessary for directors’ voting;
(VII) the requirement that directors should attend the meeting in person or entrust other directors to attend the meeting on their behalf;
(VIII) contact person and contact information;
(IX) date of 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 board meeting as soon as possible.
Section III convening of the meeting
Article 20 convening of the meeting
The meeting of the board of directors shall be held only when more than half of the directors are present.
The acquisition of shares of the company due to the circumstances specified in Article 4 (IX) of these Rules shall be subject to the resolution of the board meeting attended by more than two-thirds of the directors.
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 chief executive officer 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 directors consider it necessary, they may notify other relevant personnel to attend the meeting of the board of directors as nonvoting delegates. Article 21 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 and form a clear opinion, and may entrust other directors of the board of directors of the company in writing to attend the meeting on his behalf. Substitute for
