Eaglerise Electric & Electronic (China) Co.Ltd(002922)
Rules of procedure of the board of directors
(revised in March 2022)
Article 1 Purpose
In order to further standardize the discussion methods and decision-making procedures of the board of directors of Eaglerise Electric & Electronic (China) Co.Ltd(002922) (hereinafter referred to as “the company”), promote the directors and the board of directors to effectively perform their duties, and improve the standardized operation and scientific decision-making level of the board of directors, according to 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”) These rules are formulated in accordance with the Eaglerise Electric & Electronic (China) Co.Ltd(002922) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions.
Article 2 organizational structure of the board of directors
The company has a board of directors, which is responsible for the general meeting of shareholders. The board of directors is composed of six directors, with one chairman. The office of the board of directors is set under the board of directors to handle the daily affairs of the board of directors.
The Secretary of the board of directors or securities affairs representative shall also be the person in charge of the office of the board of directors and keep the seal of the office of the board of directors.
The board of directors establishes four special committees: Audit Committee, strategy committee, nomination committee and salary and assessment committee. The special committee shall be responsible to the board of directors and perform its duties in accordance with the articles of association and the authorization of the board of directors. The proposal of the special committee shall be submitted to the board of directors for deliberation and decision. The members of the special committee are all composed of directors, among which the independent directors of the audit committee, the nomination committee and the remuneration and assessment committee shall account for the majority and act as the convener. The convener of the audit committee shall be an accounting professional.
The board of directors is responsible for formulating the working procedures of the special committee and standardizing the operation of the special committee.
Article 3 regular meetings
The meetings of the board of directors are divided into regular meetings and interim meetings.
The board of directors shall hold a regular meeting at least once a year in the previous two and a half years.
Article 4 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 solicit the opinions of the general manager and other senior managers as necessary before formulating a proposal. Article 5 interim meeting
Under any of the following circumstances, the board of directors shall convene an interim meeting:
(I) when shareholders representing more than 1 / 10 of the voting rights propose;
(II) when more than 1 / 3 of the directors jointly propose;
(III) when proposed by the board of supervisors;
(IV) when the chairman considers it necessary;
(V) when more than 1 / 2 of the independent directors propose;
(VI) when proposed by the general manager;
(VII) when required by the securities regulatory authority;
(VIII) other circumstances stipulated in the articles of association.
Article 6 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, 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.
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 or the request of the securities regulatory authority.
Article 7 convening and presiding over the meeting
The board meeting shall be convened and presided over by the chairman; 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.
Article 8 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 board of directors or the office of the board of directors to all directors and supervisors, the general manager and the Secretary of the board of directors by means of personal delivery, e-mail delivery, fax or e-mail 10 and 5 days in advance respectively. If it is not delivered directly, it shall also be confirmed by telephone and recorded accordingly. However, in case of emergency, the temporary meeting of the board of directors may be notified orally or by telephone at any time, but the convener shall make an explanation at the meeting.
Article 9 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) matters to be considered (meeting proposal);
(IV) the convener and moderator of the meeting, the proposer of the interim meeting and their written proposals;
(V) meeting materials necessary for directors’ voting;
(VI) requirements that directors should attend the meeting in person or entrust other directors to attend the meeting on their behalf;
(VII) contact person and contact information;
(VIII) date of notice;
(IX) duration of the meeting.
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 meeting of the board of directors as soon as possible.
Article 10 change of meeting notice
After the written meeting notice of the regular meeting of the board of directors is issued, if it is necessary to change the time, place and other matters of the meeting or add, change or cancel the meeting proposal, a written change notice shall be issued 3 days before the original date of the meeting to explain the situation and the relevant contents and relevant materials of the new proposal. If it is less than 3 days, the date of the meeting shall be postponed accordingly or the meeting shall be held on schedule after obtaining the approval of all directors attending the meeting.
After the notice of the interim meeting of the board of directors is issued, if it is necessary to change the time, place and other matters of the meeting or add, change or cancel the proposal of the meeting, it shall obtain the approval of all directors attending the meeting in advance and make corresponding records.
Article 11 meetings convened
The meeting of the board of directors shall be held only when more than half of the directors are present.
Supervisors may attend the meetings of the board of directors as nonvoting delegates; If the general manager 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 chairman of the meeting deems it necessary, he may notify other relevant personnel to attend the meeting of the board of directors as nonvoting delegates. Article 12 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, form a clear opinion, and entrust other directors in writing to attend the meeting on his behalf.
The power of attorney shall state:
(I) the names of the trustor and the trustee;
(II) brief comments of the client on each proposal;
(III) the scope of authorization of the trustor and instructions on the voting intention of the proposal;
(IV) the term of validity of the entrustment;
(V) signature and date of the client.
The entrusted director shall submit a written power of attorney to the chairman of the meeting and explain the entrusted attendance on the attendance book of the meeting. 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 13 restrictions on entrusted attendance
Entrustment and entrustment to attend the meeting of the board of directors shall follow the following principles:
(I) when considering related party transactions, non related directors shall not entrust related directors to attend on their behalf, and related directors shall not accept the entrustment of non related directors;
(II) independent directors shall not entrust non independent directors to attend on their behalf, and non independent directors shall not accept the entrustment of independent directors;
(III) a director shall not fully entrust other directors to attend on his behalf without stating his personal opinions and voting intention on the proposal, and the relevant directors shall not accept the entrustment with full authorization and unclear authorization. (IV) a director shall not accept the entrustment of more than two directors, nor shall a director entrust a director who has accepted the entrustment of two other directors to attend on his behalf.
If voting matters are involved, the trustor shall clearly express his consent, objection or abstention on each matter in the power of attorney. The directors shall not make or accept the entrustment without voting intention, discretionary entrustment or entrustment with unclear scope of authorization. Directors’ responsibilities for voting matters shall not be exempted by entrusting other directors to attend.
Article 14 convening method of the meeting
The board meeting shall be held on site. On the premise of ensuring that the directors can fully express their opinions, the interim meeting of the board of directors can also be held by video, telephone, fax or e-mail voting with the consent of the convener (host) and the proposer. The interim meeting of the board of directors may also be held on site at the same time as other methods.
If the meeting is not held on site, the number of directors attending the meeting shall be calculated by video showing the directors present, the directors who express their opinions in the teleconference, the effective voting votes such as fax or email actually received within the specified time limit, or the written confirmation letter submitted by the directors who have participated in the meeting afterwards.
Article 15 deliberation procedures of the meeting
The chairman of the meeting shall request the directors attending the board meeting to express clear opinions on various proposals.
For proposals that require prior approval of independent directors according to regulations, the meeting host shall designate an independent director to read out the written approval opinions reached by independent directors before discussing relevant proposals.
If a director obstructs the normal progress of the meeting or affects the speeches of other directors, the chairman of the meeting shall stop it in time. Unless unanimously agreed by all directors present at the meeting, the board meeting shall not vote on the proposal not included in the meeting notice. If a director is entrusted by other directors to attend the board meeting on his behalf, he shall not vote on the proposal not included in the meeting notice on behalf of other directors.
Article 16 express opinions
The directors shall carefully read the relevant meeting materials and express their opinions independently and prudently on the basis of full understanding of the situation.
Before the meeting, the directors may ask the office of the board of directors, the convener of the meeting, the general manager and other senior managers, various special committees, accounting firms, law firms and other relevant personnel and institutions for the information required for decision-making, or suggest to the moderator that the representatives of the above personnel and institutions be invited to attend the meeting to explain the relevant situation.
Article 17 voting at the meeting
After full discussion of each proposal, the host shall timely submit it to the directors attending the meeting for voting. The moderator may also decide to submit all proposals to the directors attending the meeting for voting after discussion.
One person, one vote shall be adopted for voting at the meeting; Unless more than half of the directors present at the meeting agree to vote by show of hands, the meeting of the board of directors shall adopt written voting.
The voting intentions of directors are divided into consent, objection and waiver. The directors attending the meeting shall choose one of the above intentions. If they fail to choose or choose more than two intentions at the same time, the chairman of the meeting shall require the relevant directors to choose again. If they refuse to choose, they shall be deemed to have abstained; Those who leave the venue halfway and do not return without making a choice shall be deemed to have abstained.
Article 18 statistics of voting results
After the voting of the directors attending the meeting is completed, the relevant staff of the board office shall timely collect the voting votes of the directors and submit them to the Secretary of the board of directors for statistics under the supervision of a supervisor or independent director.
If a meeting is held on site, the host of the meeting shall announce the statistical results on the spot; In other cases, the chairman of the meeting shall require the Secretary of the board of directors to notify the directors of the voting results before the next working day after the end of the specified voting time limit. If an interim meeting is not held on site, the Secretary of the board of directors shall make a resolution of the board of directors after the meeting and submit it to the directors attending the meeting for signature.
If a director votes after the chairman of the meeting announces the voting results or after the specified voting time limit expires, the voting situation shall not be counted.
Article 19 formation of resolutions
When the board of directors deliberates and adopts the meeting proposal and forms relevant resolutions, more than half of all directors of the company must vote in favor of the proposal. Where laws, administrative regulations and the articles of association of the company stipulate that the board of directors should obtain the consent of more directors to form a resolution, such provisions shall prevail.
In accordance with the provisions of the articles of association, the board of directors shall make a resolution on the guarantee within its authority. Unless more than half of all directors agree, it must also be approved by more than two-thirds of the directors present at the meeting.
In case of any contradiction between the contents and meanings of different resolutions, the later resolution shall prevail.
Article 20 withdrawal from voting
Under the following circumstances, the directors shall withdraw from voting on the relevant proposals:
(I) circumstances under which directors should withdraw as stipulated in the Listing Rules of Shenzhen Stock Exchange;
(II) circumstances that the directors themselves think should be avoided;
(III) other circumstances specified in the articles of association that must be avoided due to the connection between the directors and the enterprise involved in the meeting proposal.
In the case that the directors avoid voting, the relevant board meeting can be held when more than half of the unrelated directors are present, and the formation of a resolution must be passed by more than half of the unrelated directors.
If the number of non affiliated directors attending the board of directors is less than 3, they shall not vote on the relevant proposal, and the matter shall be submitted to the general meeting of shareholders for deliberation.
Article 21 No ultra vires
The board of directors shall act in strict accordance with the authorization of the general meeting of shareholders and the articles of association, and shall not form resolutions beyond its authority.
Article 22 special provisions on profit distribution
If the board meeting needs to make a resolution on the company’s profit distribution, it may first notify the certified public accountant of the distribution plan to be submitted to the board of directors for deliberation, and require him to issue a draft audit report accordingly (other financial data except those related to distribution have been determined). After making the distribution resolution, the board of directors shall require the certified public accountant to issue a formal audit report, and then the board of directors shall make a resolution on other related matters in the periodic report according to the formal audit report issued by the certified public accountant.
Article 23 handling of proposals not adopted
If the proposal is not adopted, the board meeting shall not consider the proposal with the same content within one month without significant changes in relevant conditions and factors.
Article 24 suspension of voting
When more than half of the directors or two or more independent directors attending the meeting believe that the proposal is not clear and specific, or they are unable to judge the relevant matters due to insufficient meeting materials and other reasons, the chairman of the meeting shall request the meeting to suspend the voting on the topic.
The directors who propose to suspend voting shall put forward clear requirements for the conditions that should be met when the proposal is submitted for review again. Article 25 recording of meetings
Meetings of the board of directors held on site or by video, telephone, etc. may be held as needed
