Foshan Haitian Flavouring And Food Company Ltd(603288)
Rules of procedure of the board of directors
(revised in March 2022)
Chapter I General Provisions
Article 1 in order to improve and standardize the deliberation and decision-making procedures of the board of directors of Foshan Haitian Flavouring And Food Company Ltd(603288) (hereinafter referred to as the company) and ensure the smooth operation and management of the company, 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 governance of listed companies, other laws and regulations, and the Foshan Haitian Flavouring And Food Company Ltd(603288) articles of Association (hereinafter referred to as the articles of association) formulate these rules in combination with the actual situation of the company.
Article 2 the board of directors is the decision-making body of the company’s operation and management, safeguarding the interests of the company and all shareholders, and is responsible for the decision-making of the company’s development objectives and major business activities.
Article 3 the purpose of these rules of procedure is to standardize the procedures of the board of directors and improve the work efficiency and scientific decision-making level of the board of directors.
Article 4 the board of directors of the company is composed of nine directors, including three independent directors. The board of directors shall have a chairman and may have a vice chairman. The chairman and vice chairman shall be elected by the board of directors by more than half of all directors.
Article 5 in principle, the board of directors shall hold meetings at least twice a year. If necessary or in accordance with relevant national laws and regulations, the articles of association and these rules of procedure, an interim meeting of the board of directors may be held.
Chapter II functions and powers of the board of directors
Article 6 in accordance with the relevant provisions of the articles of association, the board of directors mainly exercises 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 plans for the company to increase or decrease its registered capital, issue bonds or other securities, and
Listing plan;
(VII) draw up plans for major acquisition of the company, acquisition of the company’s shares or merger, division, dissolution and change of company form due to the circumstances specified in items (I) and (II) of Article 23 of the articles of Association;
(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) decide to appoint or dismiss the president, Secretary of the board of directors and other senior managers of the company; According to the nomination of the president, decide to 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） Make a resolution on the acquisition of the company’s shares due to the circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of Association;
（17） Other functions and powers granted by laws, administrative regulations, departmental rules, the articles of association or the general meeting of shareholders.
Major matters of the company shall be collectively decided by the board of directors, and the functions and powers legally exercised by the board of directors shall not be delegated to the chairman, President, etc.
Chapter III functions and powers of the chairman
Article 7 according to the relevant provisions of the articles of association, the chairman of the board of directors mainly exercises 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 for the company’s affairs in accordance with the legal provisions and the interests of the company, and
Report to the board of directors and the general meeting of shareholders of the company;
(VII) according to the nomination of the president, decide on the appointment or dismissal of the company’s department deputy managers and superior managers (except the company’s senior managers appointed or dismissed by the board of directors), and decide on their remuneration, rewards and punishments;
(VIII) propose to convene an interim board meeting;
(IX) other functions and powers authorized by the board of directors.
The authorization of the board of directors to the chairman of the board of directors shall be clearly made in the form of a resolution of the board of directors, and there shall be clear and specific authorization matters, contents and authorities. All matters involving major interests of the company shall be collectively decided by the board of directors, and the chairman or individual directors shall not be authorized to decide by themselves.
Chapter IV convening and notification procedures of board meetings
Article 8 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 9 when convening a regular meeting of the board of directors, the office of the board of directors shall send a written notice of the meeting ten days in advance to all directors and supervisors, the president and the Secretary of the board of directors through personal delivery, fax, e-mail, e-mail or other means. If it is not delivered directly, it shall also be confirmed by telephone and recorded accordingly. The notice of the board meeting shall include the following contents:
(I) date and place of the meeting;
(II) convening method;
(III) reasons and topics;
(IV) date of notice.
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 president and other senior managers as necessary before formulating a proposal.
If two or more independent directors believe that the meeting materials are incomplete or the demonstration is insufficient, they can jointly submit a written proposal to the board of directors to postpone the meeting or postpone the consideration of the matter, which shall be adopted by the board of directors, and the company shall disclose the relevant information in time.
Article 10 under any of the following circumstances, the chairman of the board of directors shall convene an interim meeting of the board of directors:
(I) when the chairman considers it necessary;
(II) proposed by shareholders representing more than one tenth of the voting rights;
(III) when more than one-third of the directors jointly propose;
(IV) when more than half of the independent directors jointly propose;
(V) when proposed by the board of supervisors;
(VI) when proposed by the president;
(VII) when required by the securities regulatory authority;
(VIII) other circumstances stipulated in the articles of association.
The board of directors shall notify each director and supervisor of the contents and methods specified in Article 9 five days before the meeting.
In case of emergency, if it is necessary to convene an interim meeting of the board of directors as soon as possible, the meeting notice may be sent by telephone or other oral means at any time, but the convener shall make an explanation at the meeting. The notice of oral meeting shall at least include the contents of items (I) and (II) of Article 9, as well as the description of the urgent need to convene an interim meeting of the board of directors as soon as possible.
Article 11 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 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 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 12 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 original date of the 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 13 the board of directors shall be convened and presided over by the chairman. If the chairman is unable to perform his duties due to special reasons, more than half of the directors may jointly elect a director to convene the meeting.
Chapter V discussion and voting procedures of the board of directors
Article 14 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 15 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. 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) 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 16 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
