Inner Mongolia Tianshou Technology&Development Co.Ltd(000611)
Rules of procedure of the board of directors
(draft to be submitted to the second extraordinary general meeting of shareholders in 2022 for deliberation)
Chapter I General Provisions
Article 1 in order to improve and standardize the duties and authorities of the board of directors of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) (hereinafter referred to as “the company”), further standardize the internal organization of the board of directors and its proceedings, and protect the legitimate rights and interests of directors, in accordance with 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 securities law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as the “standardized operation guidelines”), the Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) articles of Association (hereinafter referred to as the “articles of association”) and relevant provisions.
Article 2 directors shall abide by laws, regulations and the articles of association, be faithful and diligent, and strictly perform the duties of the board of directors and directors.
Chapter II composition of the board of directors
Section 1 directors, board of directors and their functions and powers
Article 3 the company has a board of directors, which is responsible for the general meeting of shareholders. The board of Directors consists of nine directors. All directors of the company have the obligation of loyalty and diligence to the company in accordance with laws, regulations, other normative legal documents and the articles of association.
Article 4 directors shall be elected or replaced by the general meeting of shareholders. Each term of office is three years. The term of office shall be calculated from the date of adoption by the general meeting of shareholders to the expiration of the term of office of the current board of directors. A director may be re elected upon expiration of his term of office. A director may be dismissed by the shareholders’ meeting before the expiration of his term of office. If a director leaves office for some reason, the term of office of the by elected director shall be calculated from the date of adoption of the general meeting of shareholders to the expiration of the term of office of the current board of directors. If a director is not re elected in time after the expiration of 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 5 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. The board of directors will disclose relevant information within 2 days. Except for the following circumstances, the resignation of a director shall take effect when the resignation report is delivered to the board of directors:
(I) the resignation of a director causes the number of members of the board of directors to be lower than the minimum quorum;
(II) the resignation of independent directors results in the number of independent directors being less than one-third of the members of the board of directors, or there are no accounting professionals among the independent directors.
Under the above circumstances, the resignation report shall not take effect until the next director fills the vacancy caused by his resignation. Before the resignation report takes effect, the directors who intend to resign shall continue to perform their duties in accordance with relevant laws and regulations and the articles of association, except for the following circumstances:
(I) circumstances under which the company law stipulates that he shall not serve as a director;
(II) the market entry prohibition measures taken by the CSRC not to serve as directors of listed companies have not expired;
(III) being publicly recognized by the stock exchange as unfit to serve as a director of a listed company, and the term has not expired; (IV) other circumstances stipulated by laws, regulations and the exchange.
If a director resigns, the company shall complete the by election within two months to ensure that the composition of the board of directors complies with the provisions of laws, regulations and the articles of association.
When a director’s resignation takes effect or his term of office expires, he shall complete all handover procedures with the board of directors. His duty of loyalty to the company and shareholders shall not be automatically relieved after the end of his term of office and shall remain valid within a reasonable period specified in the articles of association. The obligation of outgoing directors to keep the company’s business secrets confidential shall remain valid after the end of their 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. Article 6 without the provisions of the articles of association or the legal authorization of the board of directors, no director shall act on behalf of the company or the board of directors in his own name. When a director acts in his own 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 his position and identity in advance.
Article 7 when a director himself or any other enterprise in which he works is 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. Unless the related directors make disclosure to the board of directors in accordance with the requirements of the preceding paragraph of this article, 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 when the other party is a bona fide third party. If the directors of the company notify the board of directors in writing before the company considers entering into relevant contracts, transactions and arrangements for the first time, stating that due to the contents listed in the notice, the contracts, transactions and arrangements reached by the company in the future have an interest relationship with them, within the scope specified in the notice, the relevant directors shall be deemed to have made the disclosure specified in the preceding paragraph of this article.
Article 8 the company has three independent directors, including at least one accounting professional.
Article 9 the board of directors of the company 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, Secretary of the board of directors and other senior managers of the company, and decide on their remuneration, rewards and punishments; According to the nomination of the general manager, decide to appoint or dismiss the company’s deputy general manager, chief financial officer 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） Check the work of the general manager and listen to the work report of the general manager;
（16） Maintain the safety of the company’s funds and establish a “freeze upon occupation” mechanism for the shares held by major shareholders, that is, if it is found that the shareholders occupy the company’s funds, measures shall be taken immediately to freeze the shareholders’ equity. If the shareholders cannot return the Occupied Funds in time, they shall be recovered according to law by means of realizing their equity.
If it is found that the company’s senior managers and directors assist and connive at the controlling shareholders and their affiliated enterprises to occupy the company’s funds, the board of directors of the company shall punish the person directly responsible according to the seriousness of the case, and the senior managers and directors who are seriously responsible shall be removed or submitted to the general meeting of shareholders for removal.
（17） Other functions and powers granted by laws, administrative regulations, departmental rules or the articles of association.
Article 10 where the company has foreign investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, related party transactions, external donation and other matters, and the transaction amount does not meet the standards specified in the stock listing rules of Shenzhen Stock Exchange and other relevant normative documents, it shall be submitted to the general meeting of shareholders for deliberation and approval, which shall be deliberated and approved by the board of directors. When the board of directors deliberates the guarantee matters, it shall be deliberated and approved by more than two-thirds of the directors present at the meeting of the board of directors.
The board of directors may decide to authorize the management of the company within the above scope of authority, and the specific scope of authorization shall be determined by the company’s relevant internal control system. The board of directors and the management of the company shall strictly examine the transaction matters and perform the corresponding decision-making procedures. For major matters, relevant experts or intermediaries shall be organized for review.
Article 11 the board of directors of the company shall explain to the shareholders’ meeting the non-standard audit opinions issued by the certified public accountant on the company’s financial report.
Section II Chairman
Article 12 the board of directors shall have one chairman and one vice chairman, who shall be elected by more than half of all directors.
Article 13 the chairman of the company 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 the company’s shares, corporate bonds and other securities;
(IV) sign important documents of the board of directors and other documents that should be signed by the legal representative of the company;
(V) exercise the functions and powers of the legal representative;
(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.
Article 14 the vice chairman of the company shall assist the chairman in his work. If the chairman of the company is unable or fails to perform his duties, the vice chairman shall perform his duties. If the vice chairman is unable to perform his duties, a director jointly recommended by more than half of the directors shall perform his duties.
Article 15 when exercising his powers within the scope of his duties (including authorization), the chairman of the board of directors 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 if necessary. All directors shall be informed of the implementation of the authorized matters in a timely manner. The chairman of the board of directors shall not engage in acts beyond his scope of authority (including authorization).
Article 16 the chairman of the board of directors shall actively urge the implementation of the resolutions of the board of directors, and inform other directors of the relevant situation in time. If the situation changes, measures shall be taken in time. The chairman of the board of directors shall guarantee the right to know of independent directors and the Secretary of the board of directors, create good working conditions for them to perform their duties, and shall not obstruct them from exercising their functions and powers according to law in any form. After receiving the report on major events of the company, the chairman shall immediately urge the Secretary of the board of directors to perform the obligation of information disclosure in time.
Section III Organizational Structure of the board of directors
Article 17 the board of directors shall set up special committees on nomination, audit, strategy, risk management, remuneration and assessment. All members of the special committee shall be composed of directors. The independent directors in the audit, nomination, remuneration and assessment committee shall account for the majority and act as the convener. At least one independent director in the audit committee shall be an accounting professional. The Special Committee assists the board of directors in exercising its functions and powers. Special working groups and liaison committees can be set up to be responsible for the daily work. The detailed rules for the implementation of the duties, procedures and other work of the special committees of the board of directors shall be formulated separately by the board of directors.
Article 18 the board of directors shall have a secretary of the board of directors, who shall be nominated by the chairman and appointed or dismissed by the board of directors. The Secretary of the board of directors shall obtain the qualification certificate of the Secretary of the board of directors issued by Shenzhen Stock Exchange before the board of Directors considers his employment proposal. The Secretary of the board of directors is responsible for the preparation of the general meeting of shareholders and the meeting of the board of directors, the custody of documents, the management of shareholders’ information, and the handling of information disclosure. The Secretary of the board of directors shall abide by the relevant provisions of laws, administrative regulations, departmental rules and the articles of association.
Article 19 the Secretary of the board of directors is the senior management of the company and is responsible to the company and the board of directors. The company shall provide convenience for the Secretary of the board of directors to perform his duties, and the directors, supervisors, other senior managers and relevant staff shall support and cooperate with the Secretary of the board of directors in his work.
Article 20 the Secretary of the board of directors shall have the professional knowledge of finance, management and law necessary for performing his duties, and have good professional ethics and personal morality. Under any of the following circumstances, a person shall not serve as the Secretary of the board of directors of the company:
(I) under any of the circumstances specified in Article 146 of the company law;
(II) administrative penalty imposed by the CSRC in the last 36 months;
(III) being publicly condemned by the stock exchange or being criticized in more than three circulars in the past 36 months; (IV) the current supervisor of the company;
(V) other circumstances under which the stock exchange determines that it is not suitable to serve as the Secretary of the board of directors.
Article 21 in order to perform his duties, the Secretary of the board of directors has the right to know the financial and operating conditions of the company, participate in relevant meetings involving information disclosure, consult relevant documents, and require relevant departments and personnel of the company to provide relevant materials and information in time.
Article 22 the board of directors has a securities department to handle the daily affairs of the board of directors. The Secretary of the board of directors shall be in charge of the securities affairs of the company and keep the seal of the board of directors. The Secretary of the board of directors and the securities affairs representative are responsible for the organization and coordination of the meeting of the board of directors, including arranging the agenda of the meeting, preparing meeting documents, organizing and arranging the meeting, taking charge of meeting minutes, drafting meeting resolutions and minutes, etc.
Chapter III board meeting
Section I convening, presiding over and proposal of the board meeting
Article 23 the meeting of the board of directors shall be convened and presided over by the chairman; If the chairman is unable or fails to perform his duties, the vice chairman shall perform his duties. If the vice chairman is unable to perform his duties, a director jointly recommended by more than half of the directors shall convene and preside over the meeting.
Article 24 the board of directors shall hold at least two meetings each year, which shall be convened by the chairman of the board of directors, and all directors and supervisors shall be notified in writing 10 days before the meeting is held. Under any of the following circumstances, the chairman shall convene and preside over an interim meeting within 10 days after receiving the proposal:
(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 more than 1 / 2 of the independent directors propose;
(V) other circumstances stipulated in the articles of association.
Article 25 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 securities department or directly. The written proposal shall specify
