Guanglian Aviation Industry Co.Ltd(300900)
Rules of procedure of the board of directors
Chapter I General Provisions
Article 1 in order to ensure that the board of directors of Guanglian Aviation Industry Co.Ltd(300900) (hereinafter referred to as the company) can effectively exercise its functions and powers, ensure the efficient and standardized operation and scientific decision-making of the board of directors, and improve the corporate governance structure, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law) and the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) Corporate governance standards for listed companies (revised in 2018) (announcement [2018] No. 29 of China Securities Regulatory Commission), listing rules of Shenzhen Stock Exchange on GEM (revised in December 2020) (SZS [2020] No. 1292, hereinafter referred to as GEM Listing Rules) These rules are formulated in combination with the actual situation of the company, in accordance with the provisions of relevant laws, regulations and normative documents such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM (SZS [2022] No. 14, hereinafter referred to as self regulatory guidelines No. 2) and Guanglian Aviation Industry Co.Ltd(300900) articles of Association (hereinafter referred to as the articles of association).
Article 2 the company has a board of directors, which is responsible for the general meeting of shareholders. Safeguard the interests of the company and all shareholders, and exercise decision-making power within the scope of powers conferred by the company law, the articles of association and the general meeting of shareholders.
The meeting of the board of directors is the main form of discussion of the board of directors. Directors’ participation in board meetings as required is the basic way to perform their duties.
Article 3 the board of directors shall have a secretary of the board of directors. The Secretary of the board of directors shall handle the daily affairs of the board of directors and keep the seal of the board of directors.
Article 4 the board of directors shall establish a strategy committee, a remuneration and assessment committee, a nomination committee and an audit committee, and formulate and disclose the rules of procedure of the special committee. The members of the special committee shall be composed of no less than three directors, among which the independent directors of the remuneration and assessment committee, the nomination committee and the audit committee shall account for the majority and act as the convener. The convener of the audit committee shall be an accounting professional.
Chapter II composition of the board of directors
Article 5 the board of directors is the executive body of the general meeting of shareholders. It implements the resolutions adopted by the general meeting of shareholders, and is responsible for and reports to the general meeting of shareholders.
Article 6 the directors of the company are natural persons. Directors are not required to hold shares in the company.
Article 7 the board of directors is composed of 9 directors, including 1 employee representative director. The board of directors shall have a chairman, who shall be elected and removed by more than half of all directors of the company.
Article 8 in addition to complying with the relevant provisions of the company law and the articles of association, the candidates for directors of the company shall not be under the following circumstances:
(I) being banned from entering the securities market by the China Securities Regulatory Commission (hereinafter referred to as the CSRC) from serving as directors, supervisors and senior managers of listed companies, and the period has not expired;
(II) being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of the company, and the term has not expired;
(III) other circumstances stipulated by the stock exchange.
The above period shall be calculated from the date of the shareholders’ meeting or the board of directors to be elected.
If a director is elected or appointed in violation of the provisions of this article, the election, appointment or employment shall be invalid. In case of any circumstance under this article during the term of office of a director, the company shall remove him from his post.
Article 9 directors shall be elected or replaced by the general meeting of shareholders for a term of three years. The staff representatives on the board of directors shall be democratically elected by the staff and workers of the company through the staff and workers’ Congress, the staff and workers’ Congress or other forms. 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 shall not remove him without reason.
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. If a director is not re elected in time at the expiration of his term of office, or if the number of members of the board of directors is lower than the quorum due to the resignation of a director during his term of office, the original director shall still perform his duties as a director in accordance with laws, administrative regulations, departmental rules and the articles of association before the re elected director takes office.
Article 10 if a director is not allowed to serve as a director, supervisor or senior manager as stipulated in the company law or in Item (I) of Article 8 of these rules during his term of office, the relevant director shall immediately stop performing his duties and be removed by the company in accordance with the corresponding provisions; In case of any other circumstances that prohibit him from serving as a director as stipulated by other laws and regulations and Shenzhen Stock Exchange, the relevant director shall resign within one month from the date of the occurrence of the fact.
If the relevant director should be dismissed but has not been dismissed, and participates in the meeting of the board of directors and votes, the voting result is invalid.
If more than half of the directors of the company should resign according to the provisions of these rules during their term of office, the resignation period of relevant directors can be appropriately extended with the application of the company and the consent of Shenzhen Stock Exchange, but the maximum extension period shall not exceed three months.
Before the resignation takes effect, the relevant directors shall continue to perform their duties in accordance with laws and regulations, GEM Listing Rules, self regulatory guidelines No. 2, other provisions of Shenzhen Stock Exchange and the articles of association to ensure the normal operation of the company.
Article 11 the meeting of the board of directors shall be convened by the chairman. At the first meeting of each board of directors, the person proposed by the general meeting of shareholders who elected the directors of the board of directors shall be the person in charge of convening, and the chairman of the board of directors shall be elected at the meeting. The directors may also jointly elect the person in charge of convening the first meeting of the board of directors; If the person in charge of the meeting cannot be elected, the directors shall draw lots to decide. The first meeting of each board of directors shall be held within 3 days after the election or re-election. Article 12 before the initial listing of the company’s shares, the new directors shall sign the statement and commitment of directors within one month after the general meeting of shareholders approves their appointment, and report to Shenzhen Stock Exchange and the board of directors for the record.
The director shall declare in the director’s statement and commitment:
(I) holding of the company’s shares;
(II) whether it has been investigated and punished for violating laws and regulations, GEM Listing Rules, self regulatory guidelines No. 2 or other provisions of Shenzhen Stock Exchange;
(III) other employment and work experience in the last five years;
(IV) having the nationality and long-term residence right of other countries or regions;
(V) other information that Shenzhen Stock Exchange deems necessary to explain.
Article 13 the directors of the company shall perform the following duties and make commitments in the director’s statement and commitment:
(I) abide by and urge the company to abide by laws and regulations and perform the obligations of loyalty and diligence;
(2) to comply with the self regulatory guidelines of Shenzhen Stock Exchange and No. 2 of Shenzhen Stock Exchange;
(III) abide by and urge the company to abide by the articles of Association;
(IV) other duties that Shenzhen Stock Exchange deems necessary to perform and other commitments that should be made.
Chapter III functions and powers of the board of directors
Article 14 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 establishment of the company’s internal management organization;
(x) appoint or dismiss the general manager of the company; According to the nomination of the general manager, appoint or dismiss the deputy general manager, financial director and other senior managers of the company, and decide on their remuneration, rewards and punishments;
（11） Formulate the basic management system of the company;
（12） Formulate the amendment plan of the articles of Association;
（13） Manage the information disclosure of the company;
（14） Propose to the general meeting of shareholders to hire or replace the accounting firm audited by the company;
（15） Listen to the work report of the general manager of the company and check the work of the general manager;
（16） Formulate and implement the company’s equity incentive plan;
（17） Discuss and evaluate whether the corporate governance mechanism provides appropriate protection and equal rights to all shareholders, and whether the corporate governance structure is reasonable and effective;
（18） Other functions and powers granted by laws, administrative regulations, departmental rules or the articles of association.
Article 15 the board of directors shall determine the authority of external investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, related party transactions and external donation, and establish strict review and decision-making procedures. Major investment projects shall be reviewed by relevant experts and professionals and reported to the general meeting of shareholders for approval.
When performing its duties, the board of directors has the right to hire lawyers, certified public accountants and other professionals to provide services and give professional opinions, and the reasonable expenses incurred shall be borne by the company.
Article 16 the board of directors has the right to decide on the following acquisition or sale of assets, investments, loans, related party transactions, external guarantees and other matters:
(I) to review the matters that the company’s cumulative purchase and sale of assets (calculated by the higher of the total assets and transaction amount) within 12 consecutive months does not exceed 30% of the company’s latest audited total assets;
(II) to consider the company’s application for loans from financial institutions if the single amount does not exceed 30% of the company’s latest audited net assets and the cumulative amount in an accounting year does not exceed 50% of the company’s latest audited net assets;
(III) 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, or related party transactions between the company and related natural persons with a transaction amount of more than 300000 yuan;
(IV) review other external guarantee matters other than those that must be considered by the general meeting of shareholders as stipulated in the articles of Association;
(V) deliberating on transactions other than those that must be deliberated by the general meeting of shareholders as stipulated in the articles of association.
Article 17 except for the external guarantee matters that should be considered by the general meeting of shareholders according to the articles of association, the external guarantee matters of the company shall be considered by the board of directors.
The board of directors shall strictly abide by the following provisions when considering external guarantees:
(I) without the approval of the competent authority, the company shall not provide guarantee for any unincorporated unit or individual;
(II) the company’s external guarantee shall require the other party to provide counter guarantee, and the provider of counter guarantee shall have corresponding bearing capacity;
(III) external guarantees must be reviewed and approved by more than two-thirds of the directors present at the board of directors;
(IV) the external guarantee that should be approved by the general meeting of shareholders can only be submitted to the general meeting of shareholders for approval after being deliberated and approved by the board of directors;
(V) the guarantee provided by the company for related parties, regardless of the amount, shall be reviewed and approved by more than half of all non related directors, and shall also be submitted to the general meeting of shareholders after being reviewed and approved by more than two-thirds of the non related directors attending the meeting of the board of directors.
Article 18 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) sign important documents of the board of directors and other documents that should be signed by the legal representative of the company;
(IV) decide to apply for loans from financial institutions if the single amount does not exceed 20% of the company’s latest audited net assets and the cumulative amount in an accounting year does not exceed 40% of the company’s latest audited net assets. The board of directors may temporarily authorize the chairman of the board of directors to make decisions on foreign loans above the authority of the chairman of the board of directors according to the needs of production and operation. The content of authorization shall be clear, specific and made in writing;
(V) decide on external investment, purchase or sale of assets, lease in or lease out of assets related to the main business with a single amount of no more than 10 million yuan and an annual cumulative investment amount of no more than 20% of the latest audited net assets. The chairman of the board of directors shall submit a written report on relevant matters to the board of directors afterwards for filing;
(VI) 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 the interests of the company, and report to the board of directors and the general meeting of shareholders afterwards; (VII) other functions and powers authorized by the board of directors.
When the chairman is unable to perform his duties, a director jointly recommended by more than half of the directors shall perform his duties.
Article 19 the board of directors of the company shall explain the non-standard audit opinion issued by the certified public accountant on the company’s financial report to the general meeting of shareholders.
Chapter IV board meeting
Article 20 the board of directors shall hold at least two regular meetings every year, which shall be convened by the chairman of the board of directors. All directors and supervisors shall be notified in writing 10 days before the meeting is held.
Article 21 under any of the following circumstances, the chairman of the board of directors shall convene and preside over the interim meeting of the board of directors within 10 days after receiving the proposal:
(I) shareholders who individually or jointly hold more than 10% of the total voting shares of the company propose;
(II) when more than one-third of the directors jointly propose;
(III) when proposed by the board of supervisors;
(IV) when the chairman considers it necessary;
(V) when more than half of the independent directors propose;
(VI) when required by the securities regulatory authority;
(VII) other circumstances stipulated in the articles of association.
Article 22 the notice of the board of directors convening an interim board meeting shall be sent by hand, express mail, e-mail, fax, telephone or other methods approved by the board of directors. Time limit for delivery: 3 days before the date of the meeting.
However, if the situation is urgent and it is necessary to convene the meeting of the board of directors as soon as possible, with the consent of all directors, the notice time of the board of directors may be shortened, or 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 and record it in the minutes of the meeting. If a director is present at a meeting and is not present before the meeting, or
