Zhejiang Satellite Petrochemical Co.Ltd(002648) Co., Ltd
Rules of procedure of the board of directors
(reviewed and adopted at the 13th meeting of the 4th board of directors)
Chapter I General Provisions
Article 1 in order to meet the requirements of the standardized operation of listed companies, safeguard the interests of the company, improve the work efficiency and scientific decision-making ability of the board of directors, protect the legitimate rights and interests of directors and ensure the legitimacy of the decision-making procedures and resolutions of the board of directors, according to the company law of the people’s Republic of China (hereinafter referred to as the “company law”) These rules are formulated in accordance with the requirements of relevant laws, regulations and normative documents such as the securities law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the articles of association of listed companies (revised in 2022), as well as the provisions of the articles of Association of the company.
Article 2 the board of directors is the permanent body of the company, the management decision-making and business leading body of the company, the executive body of the resolutions of the general meeting of shareholders, and is directly responsible to the general meeting of shareholders. When deliberating proposals and deciding matters, the board of directors shall give full consideration to safeguarding the interests of shareholders and the company and act in strict accordance with the law.
Article 3 the board of directors shall set up an office under the board of directors to handle the daily affairs of the board of directors. The Secretary of the board of directors also serves as the head of the office of the board of directors and keeps the seal of the board of directors.
Chapter II functions and powers of the board of directors
Article 4 the board of directors shall exercise the following functions and powers according to law:
(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 stocks, bonds or other securities and listing;
(VII) formulate 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 president and Secretary of the board of directors of the company; According to the nomination of the president, appoint or dismiss the company’s vice president, financial director and other senior managers, 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 president of the company and check the work of the president;
（16） Other functions and powers granted by laws, regulations, departmental rules or the articles of association.
Chapter III board meeting system
Article 5 the meetings of the board of directors are divided into regular meetings and interim meetings.
Article 6 the meeting of the board of directors shall be held at least twice a year. The chairman of the board of directors shall be responsible for convening the meeting of the board of directors, and the Secretary of the board of directors shall notify all directors in writing (including fax or email) 10 days before the meeting.
Article 7 after soliciting the opinions of the chairman of the board of directors, the proposal shall be submitted to the office of the board of directors for regular meetings.
The chairman of the board of directors shall solicit the opinions of the president and other senior managers as necessary before formulating a proposal.
Article 8 under any of the following circumstances, the board of directors shall convene an interim meeting:
(I) when the chairman considers it necessary;
(II) proposed by shareholders representing more than 1 / 10 of the voting rights;
(III) when more than 1 / 3 of the directors jointly propose;
(IV) when more than 1 / 2 of the independent directors propose;
(V) when proposed by the board of supervisors;
(VI) when proposed by the president;
(VII) when required by the securities regulatory authority.
Article 9 Where an interim meeting of the board of directors is proposed 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 specify 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 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.
Chapter IV meeting procedures of the board of directors
Article 10 the meeting of the board of directors shall be convened and presided over by the chairman; When the chairman is unable or fails to perform his duties, the vice chairman designated by him shall preside over the meeting; If the chairman cannot be appointed, more than half of the directors shall jointly elect two vice chairmen, one of whom shall preside over the meeting; If two vice chairmen are unable or fail to perform their duties at the same time, a director jointly elected by more than half of the directors shall preside over the meeting. Article 11 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 to all directors and supervisors, the general manager, the Secretary of the board of directors and other personnel specified in the articles of association by direct delivery, mail, fax, e-mail or other means specified in the articles of association 10 and 5 days in advance. If it is not delivered directly, it shall also be confirmed by telephone and recorded accordingly.
In case of special circumstances requiring the board of directors to make a resolution immediately, for the purpose of the interests of the company, the chairman or other conveners may convene an interim meeting of the board of directors without being limited by the notice method and time limit in the preceding paragraph. However, the chairman or other convener shall make an explanation at the meeting.
Article 12 the written notice of the meeting of the board of directors 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.
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 13 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 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.
Chapter V proposals of the board meeting
Article 14 when the company convenes the board of directors, the proposer shall submit the proposal to the office of the board of directors according to their respective responsibilities or authorities.
If the contents of the proposal are new matters not listed in the notice of the board meeting, the proposer shall submit the proposal to the office of the board of directors within 5 days before the regular meeting and 1 day before the interim meeting. After being reviewed by the office of the board of directors, it shall be reported to the chairman of the board of directors to confirm whether it is included in the agenda of the board of directors.
Article 15 the proposal or proposal of the meeting shall meet the following conditions:
(I) the content does not conflict with the provisions of laws, administrative regulations, departmental rules and the articles of association, and belongs to the business scope of the company and the functions and powers of the board of directors;
(II) there are clear topics and specific decision-making matters;
(III) submit it in writing and deliver it to the office of the board of directors.
Article 16 if the relevant proposals proposed by the proposer with the proposal right of the board of directors to be submitted to the board of directors for deliberation fall within the scope of responsibilities of each special committee of the board of directors, the proposer shall first submit the proposals to the corresponding special committee for deliberation. Article 17 the proposal on related party transactions of the company shall specify the basic information of related enterprises or related persons, the related relationship with the company, the nature of the transaction, the transaction method, the main contents of relevant agreements, the transaction price or pricing method, and whether it is beneficial to the company. If necessary, lawyers, asset appraisers and independent financial advisers shall be employed for examination.
Article 18 the proposal on the company’s major guarantee and loan shall include the guarantee or loan amount, the basic information and financial status of the guaranteed party, the purpose of the loan, guarantee period, guarantee method, loan period, impact on the company’s financial structure, etc.
Article 19 during the discussion of the proposal, if the directors have different opinions on a certain issue or part of the content of the proposal, they can vote at the meeting if the directors vote on the amendment of the issue or part of the content separately
Chapter VI participants in board meetings
Article 20 the meeting of the board of directors shall be held only when more than half of the directors are present. 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 president 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 21 in principle, directors shall attend the meeting of the board of directors 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. If voting matters are involved, the trustor shall clearly express his consent, objection or waiver 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.
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.
If a director is related to 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 there are not enough persons to attend the meeting, the matter shall be submitted to the board of directors for deliberation.
Article 22 the power of attorney shall specify:
(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) signature and date of the client.
If other directors are entrusted to sign written confirmation opinions on behalf of the regular report, special authorization shall be made in the power of attorney.
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.
Article 23 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; Affiliated directors shall not accept the entrustment of non affiliated directors;
(II) directors shall not entrust other directors to attend the meeting on their behalf without stating their personal opinions and voting intentions on the proposal, and relevant directors shall not accept the entrustment with full authorization and unclear authorization;
(III) one director shall not accept the entrustment of more than two directors at a board meeting, nor shall a director entrust a director who has accepted the entrustment of two other directors to attend on his behalf at a board meeting;
(IV) 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.
Chapter VII procedures of the board of directors
Article 24 the board meeting shall be held on site. If necessary, on the premise of ensuring that the directors can fully express their opinions, the meeting can also be held by video, telephone, fax or e-mail voting with the consent of the convener (host) and the proposer. The meeting of the board of directors can also be held 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. If the directors are unable to sign the meeting resolution immediately at the communication meeting, they shall take the form of oral voting and perform the written signing procedures as soon as possible. The oral vote of directors has the same effect as the written signature, but the written signature afterwards must be consistent with the oral vote at the meeting. If the written signature of a matter to be considered afterwards is inconsistent with the oral vote of the meeting, the board of directors shall vote on the matter again in writing.
Article 25 under the chairmanship of the chairman, the meeting shall be held item by item in the order of topics and proposals included in the agenda of the meeting. For the contents included in the agenda of the meeting, the moderator may, according to the actual situation, adopt the methods of first report, centralized deliberation and centralized voting, or adopt the methods of item by item report, item by item deliberation and voting for more complex topics. The board of directors shall give reasonable time for discussion of each topic.
Article 26 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.
Listed director
