Wuxi Apptec Co.Ltd(603259) rules of procedure of the board of directors
(revised in 2022)
catalogue
Chapter I General Provisions Chapter II composition and powers of the board of directors Section 1 the board of directors and its functions and powers Section II chairman and vice chairman Section III Secretary of the board of directors and office of the board of Directors Chapter III board meeting 5 section I General Provisions Section II notice of meeting Section III convening of the meeting Section IV voting and resolutions of the meeting 10 section V meeting minutes and meeting minutes 12 Chapter IV Supplementary Provisions thirteen
Rules of procedure of the board of directors
Chapter I General Provisions
Article 1 in order to further standardize the discussion methods and decision-making procedures of the board of directors of Wuxi Apptec Co.Ltd(603259) (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, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) The securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the guidelines for the articles of association of listed companies, the guidelines for the governance of listed companies, the guidelines for the self-discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation, the rules for the listing of shares of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules of Shanghai Stock Exchange”), the necessary provisions of the articles of association of listed companies abroad These rules are formulated in accordance with the relevant provisions of the letter on the opinions of Listed Companies in Hong Kong on supplementary amendments to the articles of Association (Zheng Jian Hai Han [1995] No. 1), the rules for the listing of securities on the stock exchange of Hong Kong Limited (hereinafter referred to as the “Hong Kong Listing Rules”), the Wuxi Apptec Co.Ltd(603259) articles of Association (hereinafter referred to as the “articles of association”).
Chapter II composition and powers of the board of directors
Section I board of directors and its functions and powers
Article 2 the company has a board of directors, which is responsible for the general meeting of shareholders and implements the resolutions of the general meeting of shareholders.
Article 3 the board of Directors consists of 13 directors, including 5 independent directors.
The board of directors of the company shall have a chairman and may have a vice chairman.
The composition of the board of directors shall meet the requirements of laws and regulations, and the professional structure shall be reasonable. Members of the board of directors shall have the knowledge, skills and qualities necessary for performing their duties. Encourage diversification of board members.
Article 4 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 or significantly modify 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) formulate plans for major acquisition of the company, acquisition of the company’s shares or merger, division, dissolution and change of company form under the circumstances specified in items (I) and (II) of Article 29 of the articles of association of the company;
(VIII) 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 within the scope of authority specified in laws, regulations and the articles of association or authorized by the general meeting of shareholders;
(IX) decide on the establishment of the company’s internal management organization;
(x) decide to appoint or dismiss the president (CEO), 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 president (CEO), decide to appoint or dismiss the company’s joint CEO, vice president, 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） Listen to the work report of the president (CEO) of the company and check the work of the president (CEO);
（16） Formulate the company’s stock ownership plan and incentive plan for employees;
（17） Make a resolution on the acquisition of the company’s shares due to the circumstances specified in items (III), (V) and (VI) of Article 29 of the articles of Association;
（18） Other functions and powers that should be adopted by the board of directors as stipulated in laws, administrative regulations, departmental rules, the Listing Rules of the stock exchange where the company’s shares are listed or the articles of association.
If the board of directors exercises its functions and powers beyond the scope authorized by the general meeting of shareholders, it shall submit it to the general meeting of shareholders for deliberation. With the consent of more than half of the board of directors, the board of directors may authorize the chairman to exercise some functions and powers of the board of directors when the board of directors is not in session; However, major matters of the company shall be collectively decided by the board of directors, and the pledge power legally exercised by the board of directors shall not be delegated to the chairman, President (CEO), etc.
The board of directors shall perform its duties according to law, ensure that the company complies with laws, regulations and the articles of association, treat all shareholders fairly, and pay attention to the legitimate rights and interests of other stakeholders.
A listed company shall ensure that the board of directors exercises its functions and powers in accordance with laws, regulations and the articles of association, and provide necessary conditions for directors to perform their duties normally.
Article 5 when the board of directors disposes of fixed assets, if the sum of the expected value of the fixed assets to be disposed of and the value of the fixed assets disposed within four months before the disposal proposal exceeds 33% of the value of the fixed assets shown in the balance sheet recently considered by the general meeting of shareholders, the board of directors shall not dispose of or agree to dispose of the fixed assets without the approval of the general meeting of shareholders.
The disposal of fixed assets referred to in this article includes the transfer of certain asset rights and interests, but does not include the provision of guarantee with fixed assets.
The effectiveness of the transactions conducted by the company in disposing of fixed assets shall not be affected by the violation of paragraph 1 of this article. Article 6 the board of directors shall establish an audit committee and a remuneration and assessment committee, and may establish relevant special committees such as strategy and nomination as needed. Each special committee shall be responsible to the board of directors, and the proposals of each special committee shall be submitted to the meeting of the board of directors for deliberation. Each special committee may hire an intermediary institution to provide professional advice, and the relevant expenses shall be borne by the company. The functions and powers and personnel composition of the special committee of the board of directors shall be determined by the board of directors by formulating relevant rules separately.
Article 7 the board of directors shall explain to the shareholders’ meeting the non-standard audit opinions issued by the certified public accountant on the company’s financial report.
Article 8 transactions (except related party transactions, financial assistance and guarantee provision) of the company that meet one of the following standards shall be submitted to the board of directors for deliberation:
(I) the total assets involved in the transaction (if there are both book value and assessed value, whichever is higher) account for more than 10% of the company’s total assets audited in the latest period;
(II) the net assets involved in the subject matter of the transaction (such as equity) (if there are both book value and evaluation value, whichever is higher) account for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan;
(III) the transaction amount of the transaction (including the debts and expenses undertaken) accounts for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan;
(IV) the profit generated from the transaction accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan;
(V) the relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited operating income of the company in the latest fiscal year, and the absolute amount exceeds 10 million yuan; (VI) the net profit related to the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan.
If the data involved in the above indicators is negative, the absolute value shall be taken for calculation.
The “transaction” mentioned in this article includes the purchase or sale of assets; Foreign investment (including entrusted financial management, investment in subsidiaries, etc.); Leased in or leased out assets; Entrusted or entrusted management of assets and businesses; Donated or donated assets; External donation; Reorganization of creditor’s rights and debts; Sign the license agreement; Transfer or transfer of R & D projects; Grant, accept, transfer, exercise, terminate or waive rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.).
The above transactions do not include the following types of transactions related to the daily operation of the company (hereinafter referred to as “daily transactions”): purchase of raw materials, fuel and power; Receiving labor services; Selling products and commodities; Providing labor services; Project contracting and other transactions related to daily operation, but the above transactions involved in asset replacement are still included.
The calculation method of the transaction amount involved in this article shall be calculated with reference to the relevant provisions in Section 1, Chapter VI of the Listing Rules of Shanghai Stock Exchange.
Article 9 if the company signs contracts related to daily transactions and meets one of the following standards, it shall submit them to the board of directors for deliberation and approval and disclose them in time:
(I) if it involves the purchase of raw materials, fuel and power, acceptance of labor services and other matters, the contract amount accounts for more than 50% of the company’s total audited assets in the latest period, and the absolute amount exceeds 500 million yuan;
(II) if it involves the sale of products, commodities, provision of labor services, project contracting and other matters, the contract amount accounts for more than 50% of the audited main business income of the company in the latest fiscal year, and the absolute amount exceeds 500 million yuan; (III) other contracts that the company or the stock exchange in the place where the company’s shares are listed believes may have a significant impact on the company’s financial status and operating results.
Article 10 the transaction of providing guarantee shall be submitted to the board of directors or the general meeting of shareholders for deliberation and disclosed in time.
Article 11 the transaction of “financial assistance” of the company shall not only be deliberated and approved by more than half of all directors, but also be deliberated and approved by more than two-thirds of the directors attending the meeting of the board of directors, and shall be disclosed in time; Financial assistance that meets the standards specified in the Listing Rules of Shanghai Stock Exchange shall also be submitted to the general meeting of shareholders for deliberation.
If the object of subsidy is the holding subsidiary within the scope of the company’s consolidated statements, and the other shareholders of the holding subsidiary do not include the controlling shareholders, actual controllers and their affiliates of the company, the provisions of the preceding paragraph may be exempted. Article 12 the approval authority of the board of directors for related party transactions shall be implemented in accordance with the relevant provisions of the company’s related party transaction management system.
Section II chairman and vice chairman
Article 13 the chairman and vice chairman shall be held by the directors of the company and shall be elected and removed by the board of directors by more than half of all directors.
Article 14 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 the securities issued by the company;
(IV) other functions and powers authorized by the board of directors.
Article 15 the vice chairman shall assist the chairman in his work. If the chairman is unable or fails to perform his duties, the vice chairman shall perform his duties; If the vice chairman is unable or fails to perform his duties, a director jointly recommended by more than half of the directors shall perform his duties.
Section III Secretary of the board of directors and office of the board of directors
Article 16 the company has a secretary of the board of directors. The Secretary of the board of directors is the senior management of the company, nominated by the chairman and appointed by the board of directors. He is responsible to the board of directors and reports to the chairman of the board of directors and / or the chief executive officer.
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 to ensure that:
(I) the company has complete organizational documents and records;
(II) the company prepares and submits reports and documents required by competent authorities according to law;
(III) the register of shareholders of the company shall be properly established to ensure that those entitled to relevant records and documents of the company can obtain relevant records and documents in time.
The Secretary of the board of directors serves as the designated contact between the company and Shanghai Stock Exchange.
The Secretary of the board of directors shall abide by laws, administrative regulations, departmental rules, the Listing Rules of the stock exchange where the company’s shares are listed and the relevant provisions of the articles of association. The working rules of the Secretary of the board of directors shall be formulated separately by the board of directors.
Article 17 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.
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 related to information disclosure, consult all documents related to information disclosure, and require relevant departments and personnel of the company to provide relevant materials and information in time.
The Secretary of the board of directors may directly report to the Shanghai stock exchange if he is unduly hindered or seriously obstructed in the performance of his duties.
Article 18 the board of directors shall set up the office of the board of directors to handle the daily affairs of the board of directors.
Secretary of the board of directors and custodian of the office of the board of directors. Chapter III board meeting
Section I General Provisions
Article 19 the meetings of the board of directors are divided into regular meetings and interim meetings.
The board of directors shall convene at least four times a year.
Article 20 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 seek the opinions of the president (CEO) and other senior managers as necessary before formulating the proposal.
Article 21 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)
