Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) rules of procedure of the board of directors
(Amendment)
Chapter I General Provisions
Article 1 in order to further clarify the terms of reference of the board of directors of Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) (hereinafter referred to as “the company” or “the company”), standardize the internal organization and operation procedures of the board of directors, ensure the work efficiency and scientific decision-making of the board of directors, and give full play to the role of the business decision-making center of the board of directors, These rules are formulated in accordance with the company law of the people’s Republic of China, the governance standards of listed companies, the Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) articles of Association (hereinafter referred to as the “articles of association”) and other relevant laws and administrative regulations at home and abroad.
Chapter II directors
Article 2 qualification of directors:
(I) the director is a natural person, and the director is not required to hold shares of the company;
(II) comply with national laws, administrative regulations and other relevant provisions;
Article 3 a person may not serve as a director of a company under any of the following circumstances:
(I) no or limited capacity for civil conduct;
(II) being sentenced to criminal punishment for the crimes of corruption, bribery, embezzlement of property, misappropriation of property or undermining social and economic order, and the expiration of the execution period is less than 5 years, or being deprived of political rights for the crime, and the expiration of the execution period is less than 5 years;
(III) served as a director or factory director or manager of a company or enterprise that went bankrupt and liquidated due to poor management and was personally responsible for the bankruptcy of the company or enterprise, and less than 3 years have elapsed since the completion of the bankruptcy and liquidation of the company or enterprise;
(IV) having served as the legal representative of a company or enterprise whose business license has been revoked due to violation of law, and having personal responsibility, less than 3 years have elapsed since the date of revocation of the business license of the company or enterprise; (V) a large amount of personal debt is not paid off when due;
(VI) being placed on file for investigation by the judicial organ for violating the criminal law, and the case has not been closed;
(VII) provisions of laws, administrative regulations and the stock exchange where the listing is located;
(VIII) being ruled by the relevant competent authority to violate the provisions of relevant securities laws and regulations, and involving fraud or dishonesty, less than 5 years have elapsed since the date of such ruling; And those who have been determined by the CSRC to be prohibited from entering the market and have not been lifted.
If the company elects directors in violation of the provisions of the preceding paragraph, the election shall be invalid.
Article 4 directors shall be elected or replaced by the general meeting of shareholders, and each term of office shall be 30 years. A director may be re elected upon expiration of his term of office. Before the expiration of a director’s term of office, the general meeting of shareholders may remove any director whose term of office has not expired by ordinary resolution on the premise of complying with the provisions of relevant laws and administrative regulations (but the claims made under any contract will not be affected).
The term of office of the directors shall be calculated from the date of taking office to the expiration of the term of office of the current board of directors. The term of office of the directors who are newly elected or by elected in the course of each term of office shall be the remaining term of office of the current board of directors, that is, from the date when the general meeting of shareholders approves the nomination of directors to the date of the general meeting of shareholders to elect directors after the expiration of the term of office of the current board of directors.
Article 5 the board of directors, the board of supervisors and shareholders who individually or jointly hold more than 1% of the issued shares of the company may propose candidates for independent directors, which shall be elected and decided by the general meeting of shareholders. The nomination of independent director candidates shall comply with the following principles:
(I) the nominated candidates meet the requirements of relevant laws, administrative regulations, the articles of association and these rules of procedure, so as to ensure fruitful discussion at the board of directors and enable the board of directors to make scientific, rapid and prudent decisions.
(II) the nominated candidates shall have the knowledge, skills and qualities necessary for performing their duties. (III) if the candidate is elected, it shall enable the board of directors to have a reasonable professional structure. Article 6 the candidates for directors shall make a written commitment before the general meeting of shareholders, agree to accept the nomination, promise that the information of the candidates for directors publicly disclosed is true and complete, and ensure the effective performance of the duties of directors after election.
The company shall disclose the details of the candidates for directors before the shareholders’ meeting to ensure that the shareholders have enough knowledge of the candidates when voting.
Article 7 the directors shall sign an employment contract with the company to clarify the rights and obligations between the company and the directors, the term of office of the directors, the responsibilities of the directors for violating laws, administrative regulations and the articles of association, and the compensation for the early termination of the contract for some reason.
Article 8 directors have the following rights:
(I) attend the meeting of the board of directors and exercise voting rights;
(II) acting on behalf of the company in accordance with the articles of association or the board of directors;
(III) handle the company’s business in accordance with the provisions of the articles of association or entrusted by the board of directors;
(IV) with the approval of the general meeting of shareholders, the company may purchase liability insurance for directors, except for the liabilities caused by Directors’ violation of laws, administrative regulations and the articles of association.
Article 9 in addition to the obligations required by laws, administrative regulations or the Listing Rules of the stock exchange where the company’s shares are listed, when exercising the functions and powers entrusted to them by the company, the directors of the company shall also have the following obligations to each shareholder:
(I) the company shall not exceed the business scope specified in its business license;
(II) act in good faith with the best interests of the company as the starting point;
(III) not deprive the company of its property in any form, including (but not limited to) opportunities beneficial to the company;
(IV) the individual rights and interests of shareholders shall not be deprived, including (but not limited to) distribution rights and voting rights, but excluding the company reorganization submitted to the general meeting of shareholders for approval in accordance with the articles of Association;
(V) the directors shall exercise the rights conferred by the company carefully, seriously and diligently to ensure that:
1. The business activities of the company comply with the requirements of national laws, administrative regulations and various national economic policies, and the business activities do not exceed the business scope specified in the business license;
2. Treat all shareholders fairly;
3. Carefully read the company’s business and financial reports and timely understand the company’s business operation and management;
4. Personally exercise the management and disposal rights of the company legally conferred, and shall not be manipulated by others; Without the permission of laws and administrative regulations or the informed approval of the general meeting of shareholders, it shall not delegate its disposal right to others;
5. Sign written confirmation opinions on the company’s periodic reports to ensure that the information disclosed by the company is true, accurate and complete;
6. Accept the legal supervision and reasonable suggestions of the board of supervisors on its performance of duties, and shall not hinder the board of supervisors or supervisors from exercising their functions and powers;
7. Other duties of diligence stipulated in laws, administrative regulations, departmental rules and the articles of association. Article 10 the directors of the company are obliged to act with the prudence, diligence and skills that a reasonable and prudent person should show under similar circumstances when exercising their rights or performing their obligations.
The directors of the company (including independent directors and those who intend to serve as independent directors) shall actively participate in relevant training to understand the rights, obligations and responsibilities of directors (including independent directors), be familiar with relevant laws and administrative regulations, and master relevant knowledge required as directors (including independent directors).
Article 11 when performing their duties, the directors of the company must abide by the principle of good faith and should not put themselves in a situation where their own interests may conflict with their obligations.
This principle includes (but is not limited to) fulfilling the following obligations:
(I) act in good faith in the best interests of the company;
(II) exercise power within the scope of its functions and powers, and shall not exceed its authority;
(III) to exercise the discretionary power conferred by himself, and shall not be manipulated by others; Without the permission of laws and administrative regulations or the informed consent of the general meeting of shareholders, it shall not transfer its discretion to others;
(IV) it shall be equal to shareholders of the same category and fair to shareholders of different categories;
(V) unless otherwise stipulated in the articles of association or approved by the general meeting of shareholders, it shall not enter into contracts, transactions or arrangements with the company;
(VI) without the informed consent of the general meeting of shareholders, the company shall not use the company’s property in any form to seek benefits for itself;
(VII) shall not take advantage of his power to accept bribes or other illegal income, and shall not encroach on the company’s property in any form, including (but not limited to) opportunities beneficial to the company;
(VIII) not accept commissions related to the company’s transactions without the informed consent of the general meeting of shareholders;
(IX) abide by the articles of association, faithfully perform their duties, safeguard the interests of the company, and shall not use their position and authority in the company to seek personal interests for themselves;
(x) not compete with the company in any form without the informed consent of the general meeting of shareholders;
（11） It is not allowed to misappropriate the company’s funds or lend the company’s funds to others, open accounts to deposit the company’s assets in its own name or in other names, and use the company’s assets to provide guarantee for the debts of the company’s shareholders or other individuals;
（12） Without the informed consent of the general meeting of shareholders, he shall not disclose the confidential information related to the company obtained during his term of office; The information shall not be used except for the benefit of the company; However, the information may be disclosed to the court or other government authorities under the following circumstances:
1. It is stipulated by law;
2. Requirements of public interest;
3. The director, supervisor, general manager and other senior managers have requirements for their own interests.
Article 12 in addition to the obligations specified in Articles 9, 10 and 11 above, the directors shall also perform the following obligations:
(I) directors shall abide by the provisions of laws, administrative regulations and the articles of association, faithfully perform their duties and safeguard the interests of the company. When their own interests conflict with the interests of the company and shareholders, they shall take the best interests of the company and shareholders as the code of conduct, and ensure that:
1. Directors shall actively participate in relevant training to understand their rights, obligations and responsibilities as directors, be familiar with relevant laws and administrative regulations, and master relevant knowledge as directors; 2. Directors shall ensure that they have sufficient time and energy to perform their duties;
3. Directors shall attend the board of directors with a serious and responsible attitude and express clear opinions on the matters discussed;
4. Directors shall abide by the provisions of relevant laws, administrative regulations and the articles of association, exercise their rights within the scope of their duties, and shall not exceed their authority; And strictly abide by its public commitments; Do not use inside information to seek benefits for yourself or others;
5. It is not allowed to operate the same business as the company or engage in activities detrimental to the interests of the company on its own or for others.
(II) without the provisions of the articles of association or the legal authorization of the board of directors, any director shall not act on behalf of the company or the board of directors in his personal name. When a director acts in his personal name, if the third party reasonably believes that the director is acting on behalf of the company or the board of directors, the director shall declare in advance that his behavior does not represent the company.
(III) when the individual director or other enterprises in which he works are directly or indirectly related to the existing or planned contracts, transactions and arrangements of the company (except the employment contract), whether the relevant matters need the approval and consent of the board of directors under normal circumstances or not, he shall disclose the nature and degree of his related relationship to the board of directors as soon as possible.
Unless the related directors make disclosure to the board of directors according to the requirements of the above paragraph, and the board of Directors approves the matter at the meeting where they are not included in the quorum and the director does not participate in the voting, the company has the right to cancel the contract, transaction or arrangement, except that the other party is a bona fide third party.
Where a related person of a director of the company has an interest in a contract, transaction or arrangement, the relevant director shall also be deemed to have an interest.
When the board of directors votes on the matters specified in this article, the related director shall not participate in the voting, but may provide the board of directors with necessary explanations on the above matters.
Article 13 the validity of the acts of the company’s directors on behalf of the company to bona fide third parties shall not be affected by any non-compliance in their appointment, election or qualification.
Article 14 If the directors of the company notify the board of directors in writing before the company first considers entering into relevant contracts, transactions and arrangements, stating that due to the contents listed in the notice, the contracts, transactions and arrangements reached by the company in the future are interested in them, within the scope specified in the notice, the relevant directors shall be deemed to have made the disclosure specified in the previous article of this chapter.
Article 15 a director may resign before the expiration of his term of office. When a director resigns, he shall submit a written resignation report to the board of directors.
Article 16 if the board of directors of the company is lower than the minimum quorum due to the resignation of a director, the resignation report of the director shall not take effect until the next director fills the vacancy caused by his resignation. The chairman shall convene the remaining directors to convene an extraordinary general meeting of shareholders to elect new directors as soon as possible. Before the general meeting of shareholders makes a resolution on the election of directors, the functions and powers of the resigned directors and the remaining board of directors shall be reasonably limited.
Article 17 when a director resigns or his term of office expires, his obligations to the company and shareholders will not be automatically relieved within the contract period after his resignation report has not taken effect or has taken effect, as well as within a reasonable period after the end of his term of office. His obligation to keep the company’s business secrets confidential will remain valid after the end of his term of office until the secrets become public information. The duration of other obligations shall be determined in accordance with the principle of fairness, depending on the length of time between the occurrence of the event and departure, as well as the circumstances and conditions under which the relationship with the company ends. A director whose term of office has not ended shall be liable for compensation for the losses caused to the company due to his unauthorized resignation.
Article 18 directors shall bear the following responsibilities:
(I) be responsible for the loss of the company’s assets;
(II) bear corresponding responsibilities for the company’s losses caused by the board’s major investment decision-making mistakes;
(III) when a director violates laws, administrative regulations or the articles of association when performing his duties and causes damage to the interests of the company, he shall bear economic or legal responsibility;
(IV) the directors shall be responsible for the resolutions of the board of directors. If the resolution of the board of directors violates laws, administrative regulations or the articles of association and causes serious damage to the interests of the company, the directors participating in the resolution shall be liable for compensation. However, if it is proved that they have expressed objection during voting and recorded in the minutes of the meeting, the director may be exempted from liability.
Article 19 when the directors of the company violate their obligations to the company, in addition to various rights and remedies stipulated by laws and administrative regulations, the company has the right to take the following measures:
(I) require relevant directors to compensate for the losses caused to the company due to their dereliction of duty;
(II) cancel any contract or transaction entered into between the company and the relevant directors, and any contract or transaction entered into between the company and a third person (when the third person knows or ought to know that the director representing the company has violated his obligations to the company);
(III) require the relevant directors to hand over the income obtained from the breach of obligations;
(IV) recover the money received by relevant directors that should have been received by the company, including (but not limited to) commissions;
(V) request the relevant directors to return the money that should have been handed over to the company
