Shenzhen Crastal Technology Co.Ltd(300824)
Rules of procedure of the board of directors
Article 1 in order to further standardize the discussion methods and decision-making procedures of the board of directors of Shenzhen Crastal Technology Co.Ltd(300824) (hereinafter referred to as the "company"), promote the directors and the board of directors to effectively perform their duties, and improve the standard operation and scientific decision-making level of the board of directors, these rules are formulated in accordance with the company law and other laws, regulations, normative documents and the relevant provisions of the Shenzhen Crastal Technology Co.Ltd(300824) articles of Association (hereinafter referred to as the "articles of association").
Article 2 the Securities Affairs Department of the company shall handle the daily affairs of the board of directors.
Article 3 the meetings of the board of directors are divided into regular meetings and interim meetings.
The board of directors shall hold regular meetings at least twice a year.
Article 4 before issuing the notice of convening the regular meeting of the board of directors, the Securities Affairs Department of the company shall fully solicit the opinions of all directors, preliminarily form the meeting proposal and submit it to the chairman for formulation.
Before drawing up a proposal, the chairman of the board of directors shall solicit the opinions of the manager and other senior managers as necessary. The chairman of the board, the directors, managers and other senior managers who have been consulted shall strictly perform the obligation of confidentiality for the inside information.
Article 5 under any of the following circumstances, the board of directors shall convene an interim meeting:
(I) shareholders representing more than one tenth of the voting rights 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 6 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 Affairs Department of the company 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 proposal date of the proposer.
The contents of the proposal shall be 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 Securities Affairs Department of the company shall transmit them to the chairman of the board of directors on the same day. If the chairman of the Board considers that the content of the proposal is not clear, 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 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, a director jointly elected by more than half of the directors shall convene and preside over the meeting.
Article 8 according to the company's development and business operation needs, the board of directors of the company establishes four special committees: (1) strategy committee; (2) Audit Committee; (3) Remuneration and assessment committee; (4) Nomination Committee.
The members of each special committee are all composed of directors, but they can hire necessary secretaries or staff to assist them in their work. Among the members of the audit committee, remuneration and assessment committee and Nomination Committee, independent directors shall account for the majority and serve as the convener of the Committee. At least one independent director of the audit committee shall be an accounting professional.
Each special committee shall formulate its members' composition rules, specific rules of procedure or business rules, which shall be implemented after being approved by the board of directors.
Each special committee shall be responsible to the board of directors, and the proposals of each special committee shall be submitted to the board of directors for review and decision.
Article 9 when convening regular and interim meetings of the board of directors, the Securities Affairs Department of the company shall send a written notice of the meeting to all directors and supervisors, as well as the manager and Secretary of the board of directors by personal direct delivery, registered mail, fax and other written means 10 and 3 days in advance. If it is not delivered directly by hand, it shall also be confirmed by telephone and recorded accordingly.
The convener of the board of directors may give an oral notice of the emergency meeting or other means at any time, but the emergency meeting may be held at any time.
The written meeting notice shall at least include the following contents:
(I) date and place of the meeting (including the method of holding the meeting);
(II) duration of the meeting;
(III) reasons and topics;
(IV) date of notice.
The notice of oral meeting shall at least include the contents of item (I) above and the description of the urgent need to convene an interim meeting of the board of directors as soon as possible.
Article 10 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 three days before the originally scheduled meeting to explain the situation and the relevant contents and materials of the new proposal. If it is less than three 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 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 delay in attending 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 urge them to attend, and in case of such circumstances, they shall report to the regulatory authority in time.
Supervisors may attend the meetings of the board of directors as nonvoting delegates; If the 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 in principle, directors shall attend the meeting of the board of directors in person. Unless otherwise specified in the articles of association or these rules, if the company is unable to attend the meeting for some reason, it shall explain the reason to the Securities Affairs Department of the company in advance and ask for leave, or review the meeting materials in advance to form a clear opinion, and entrust other directors to attend the meeting in writing.
The power of attorney shall state:
(I) the names of the trustor and the trustee;
(II) agency matters, scope of authorization (voting opinions on each proposal shall be clearly stated) and validity period;
(III) signature or seal 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 13 the 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) a non independent director shall not attend the meeting on behalf of an independent director;
(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.
Article 14 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.
Article 15 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 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 Securities Affairs Department of the company, the convener of the meeting, the manager and other senior managers, various special committees, accounting firms, law firms and other relevant personnel and institutions to understand the information required for decision-making, or suggest to the host that the representatives of the above personnel and institutions be invited to attend the meeting to explain the relevant situation.
Article 17 after full discussion of each proposal, the host shall timely submit it to the directors present for voting.
Voting at the meeting shall be conducted in the form of one person, one vote and written open ballot.
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 after the voting of the directors attending the meeting is completed, the relevant staff of the Securities Affairs Department of the company 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 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 in addition to the circumstances specified in Article 20 of these rules, the board of directors shall consider and adopt the proposal of the meeting and form relevant resolutions, which can be adopted only with the consent of more than half of all directors. Where laws, administrative regulations and the articles of association stipulate that the formation of a resolution by the board of directors should obtain the consent of more directors, such provisions shall prevail.
A resolution made by the board of directors on the guarantee matters within the scope of its authority must be approved by more than two-thirds of the directors attending the board meeting and by more than two-thirds of all independent directors.
In case of any contradiction between the contents and meanings of different resolutions, the later resolution shall prevail.
Article 20 under the following circumstances, the directors shall withdraw from voting on relevant proposals:
(I) circumstances under which directors should be withdrawn as stipulated in the corresponding stock listing rules of the stock exchange;
(II) circumstances that the directors themselves think should be avoided;
(III) other circumstances specified in the articles of association that need to 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 unrelated directors attending the meeting is less than three, they shall not vote on the relevant proposal, but shall submit the matter to the general meeting of shareholders for deliberation.
Article 21 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 If more than half of the directors or two or more independent directors attending the meeting think 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 23 board meetings held on site or by video, telephone, etc. may be recorded as needed.
Article 24 the Secretary of the board of directors shall arrange the staff of the Securities Affairs Department of the company to make records of the meetings of the board of directors. The minutes of the meeting shall include the following contents:
(I) date, place, method, convener and host of the meeting;
(II) the names of the directors present and the directors (agents) entrusted to attend the board of directors; (III) agenda of the meeting;
(IV) key points of directors' speech;
(V) voting method and result of each resolution (the voting result shall indicate the number of votes in favor, against or abstaining);
(VI) other matters that the directors attending the meeting think should be recorded.
The attending directors, the Secretary of the board of directors and the recorder shall sign the minutes of the meeting.
Article 25 in addition to the minutes of the meeting, the Secretary of the board of directors can also arrange the staff of the Securities Affairs Department of the company to make brief minutes of the meeting according to the needs, and make separate minutes of the resolutions formed by the meeting according to the statistical voting results.
Article 26 the directors attending the meeting shall sign and confirm the meeting minutes and resolution records on behalf of themselves and the directors entrusted to attend the meeting on their behalf. If the directors have different opinions on the meeting minutes or resolution records, they may make a written explanation when signing. When necessary, it shall report to the regulatory authority in time, or make a public statement.
If a director neither signs for confirmation in accordance with the provisions of the preceding paragraph, nor makes a written explanation of his different opinions, or reports to the regulatory authority or makes a public statement, he shall be deemed to fully agree with the contents of the meeting minutes and resolution records. Article 27 the announcement of the resolution of the board of directors shall be handled by the Secretary of the board of directors in accordance with the relevant provisions of the corresponding stock listing rules of the stock exchange. Before the announcement of the resolution is disclosed, the attending directors, non voting participants, records and service personnel shall be obliged to keep the contents of the resolution confidential.
Article 28 the chairman of the board of directors shall supervise and urge relevant personnel to implement the resolutions of the board of directors, inspect the implementation of the resolutions, and report the implementation of the formed resolutions at the subsequent meeting of the board of directors.
Article 29 the meeting archives of the board of directors, including the meeting notice and meeting materials, the meeting attendance book, the power of attorney of the directors to attend the meeting on their behalf, the recording materials of the meeting, the voting votes, the meeting minutes signed and confirmed by the directors attending the meeting, the meeting minutes, the resolution records, the resolution announcement (if any), etc., shall be kept by the Secretary of the board of directors. The retention period of the meeting archives of the board of directors shall not be less than 10 years.
Article 30 in these rules, "more than" includes this number, and "more than" does not include this number.
Article 31 these Rules shall be formulated by the board of directors and shall come into force after being submitted to the general meeting of shareholders for approval, and the same shall apply when amending. Article 32 these Rules shall be interpreted by the board of directors.
Article 33
