Yunnan Baiyao Group Co.Ltd(000538) rules of procedure of office meeting
(on March 24, 2022, reviewed and approved by the fourth meeting of the ninth board of directors in 2022) Chapter I General Provisions
Article 1 in order to strengthen collective leadership, ensure the scientific, institutionalized and standardized decision-making of Yunnan Baiyao Group Co.Ltd(000538) (hereinafter referred to as “the group” or “the company”), and effectively improve the decision-making level and ability of the group’s office meeting, these rules are formulated in accordance with the articles of Association, the working rules for Yunnan Baiyao Group Co.Ltd(000538) first executive officer, the authorization of the group’s board of directors to the group’s office meeting, and in combination with the actual situation of the company.
Article 2 the group office meeting adheres to the principle of “expressing opinions, fully discussing, promoting democracy, following good advice, pooling wisdom and centralized decision-making”, and supports the CEO to implement decision-making scientifically and effectively.
Article 3 the group office meeting is an organizational form in which the chief executive officer exercises effective leadership over the operation and management. The final decision of the group office meeting shall be decided and held responsible by the chief executive officer.
Chapter II convening of meetings
Article 4 the group office meeting shall be convened and presided over by the chief executive officer. If the chief executive officer is unable to perform his duties, he may entrust a senior vice president to convene and preside over it on his behalf.
Chapter III participants
Article 5 the scope of participants is: senior managers of the management level, general manager of the administrative center, person in charge of the unit preparing the topic or report (only participate in the discussion or report of the topic or report), etc. the group office will invite members of the board of directors, the board of supervisors or other relevant personnel to attend the meeting as nonvoting delegates as appropriate. The list of participants or nonvoting delegates for each meeting shall be finally determined by the CEO, However, it is guaranteed that more than half or more of the senior managers at all management levels. Those who are unable to attend the meeting for some reason shall ask for leave in writing to the CEO or the senior vice president presiding over the meeting (except for those who are not determined to attend the meeting). The general manager and CEO Secretary of the administrative center are responsible for sorting out the minutes of the meeting.
Chapter IV organizational form and time arrangement
Article 6 meetings are divided into regular meetings and interim meetings.
The regular meeting will be held at 14:00 on the 6th day of each month (the next day after the formation of the Financial Express). In case of rest days or other legal holidays, it will be postponed to 14:00 on the first working day after the holiday. In case of CEO’s business trip, he can adjust the time later. Temporary meetings usually discuss major proposals that are urgent and cannot wait for regular meetings, which are decided by the CEO or authorized senior vice president.
Article 7 the chief executive officer or the authorized Senior Vice President shall decide the convening method (including on-site meeting, online meeting, etc.) and voting method (including on-site voting, network communication voting, etc.) of the meeting as appropriate.
Chapter V scope of proceedings
Article 8 relevant issues involved in the company’s operation and Management Committee, issues reported by each unit that need to be decided at the group office meeting, and monthly review of the implementation of the company’s strategic plan.
Article 9 other matters to be discussed determined by the CEO or authorized senior vice president.
Article 10 the board of Directors considers it necessary to submit the proposal to the group office meeting for discussion.
Chapter VI deliberation authority
Article 11 for foreign investment (including but not limited to equity investment, project investment, etc.), purchase or sale of assets, external donation and other matters in accordance with the law, the approval authority of the group office meeting shall be determined according to the authorization of the group board of directors to the group office meeting, and the group office shall implement it according to the amount and time limit authorized by the group board of directors.
Chapter VII matters reported by the group office to the board of directors
Article 12 the group office meeting shall immediately report to the board of directors if it accounts for more than 5% of the net assets shown in the latest audited financial report and under any of the following circumstances:
1. Conclusion, modification and termination of important contracts;
2. Large amount bank refund;
3. Major operating or non operating losses;
4. Major loss of assets;
5. Possible liability according to law;
6. Major litigation and arbitration matters;
7. Major administrative penalties, etc.
Article 13 in case of major personal safety accidents, equipment accidents, quality accidents and other events that have a significant impact on the operation and development of the company, the group office meeting shall report to the board of directors in time.
Article 14 the group office meeting shall report to the board of directors in a timely manner if the company has unexpected related party transactions and the actual execution exceeds the amount approved by the board of directors.
Article 15 other reporting matters stipulated in the articles of association and the rules of procedure of the board of directors or deemed necessary by the group office meeting.
Chapter VIII determination of proposals
Article 16 the proposal shall accurately, comprehensively and briefly describe the background, main conditions and specific suggestions of the matters to be decided by the group office meeting. In special circumstances, the risk shall be analyzed and evaluated, and the relevant institutions shall issue legal or other professional opinions. The format of the proposal shall be unified and standardized.
Article 17 the proposal shall be put forward by each unit on the basis of full demonstration according to the division of tasks. After the proposal is formed, it shall be reviewed and signed by the main person in charge and the senior management in charge of each unit, and stamped with the seal of the unit.
Article 18 the proposals of each unit shall be submitted to the administrative center before the last working day at the end of each month. After the administrative center reviews and registers, it shall be submitted to the CEO Secretary for instructions. The CEO or authorized Senior Vice President shall determine the proposal of the group office meeting.
Article 19 the chief executive officer or the authorized Senior Vice President shall determine the proposal of the group office meeting, which shall be made into an electronic version by the administrative center and distributed to the participants before the meeting. Under special circumstances, after being approved by the CEO or authorized senior vice president, the person in charge of the unit preparing the proposal or the senior management in charge shall communicate with the relevant participants in advance.
Article 20 in order to maintain the seriousness of the group office meeting, in principle, temporary motions cannot be moved, and motions that are not included in the agenda according to the process cannot be submitted to the meeting for discussion.
Article 21 for proposals that must be submitted temporarily for discussion due to special reasons before the meeting, the senior management in charge of the proposing unit shall explain the reasons for the temporary submission of proposals, and the CEO or authorized Senior Vice President shall examine and approve whether to submit them to the group office meeting for discussion.
Chapter IX procedure
Article 22 the topic shall be reported by the person in charge of the drafting unit, put forward opinions by the senior management in charge, collectively discussed at the group office meeting, and finally decided by the CEO or authorized senior vice president.
Article 23 The Financial Express shall be reported by the chief financial officer, discussed collectively at the group office meeting, and the chief executive officer or authorized Senior Vice President shall give opinions.
Article 24 other business management issues shall be reported by the head of each unit according to the division of labor, and the senior managers in charge shall put forward their opinions. The group office meeting shall have a collective discussion, and the CEO or authorized Senior Vice President shall make a decision. Article 25 for topics that need to be further submitted to the board of directors for discussion, after the group office meeting forms specific suggestions, the Secretary of the board of directors or other personnel shall submit them to the board of directors for deliberation.
Article 26 the issues that the board of directors deems necessary to be discussed and put forward suggestions at the group office meeting shall be reported by the Secretary of the board of directors or the chief executive officer or the person designated by the senior vice president authorized by the chief executive officer. After collective discussion, the group office meeting shall form the recommendations of the group office meeting, and then the Secretary of the board of directors or other personnel shall submit them to the board of directors.
Chapter X implementation of resolutions
Article 27 All units shall earnestly implement the decisions made by the group office meeting. If participants have different opinions on the resolution, they can retain and clearly sign their opinions and reasons on the meeting minutes, but they must carefully implement the resolution according to their duties.
Article 28 meeting minutes and resolutions are generally made within 3 working days after the conclusion of the group office meeting. The meeting minutes are reviewed and signed by the senior managers attending the meeting. After the meeting resolutions are reviewed and signed by the CEO or authorized senior vice president, the administrative center signs and submits them to the board of directors, the management and the board of supervisors, and copies them to all relevant units. Topics to be submitted to the board of directors for discussion shall be submitted for instructions within 3 working days after the conclusion of the group office meeting, and the reporting progress shall be accelerated under special circumstances.
Article 29 the administrative center of the group is responsible for the implementation of the specific affairs of the group office meeting. The administrative center of the group shall establish a tracking and feedback mechanism for the implementation of the resolutions of the group office meeting, and the senior managers in charge shall make a brief report on the implementation at the subsequent group office meeting in time to form a closed loop.
Chapter XI meeting minutes
Article 30 the minutes of the meeting shall include the following contents:
1. The time and place of the meeting and the name of the moderator;
2. Names of participants and non voting participants;
3. Topics of the meeting;
4. Key points and opinions of participants;
5. Decision making results of the meeting on the matters discussed.
The minutes of the meeting shall be countersigned by the senior management attending the meeting and filed for more than 10 years.
Chapter XII supplementary provisions
Article 31 these Rules shall be amended from time to time in accordance with the authorization of the board of directors.
Article 32 If the board of directors adjusts the authorized contents of the group office meeting and involves these rules, these Rules shall be modified accordingly and take effect after being deliberated and approved by the board of directors.
Article 33 personnel attending and attending the meeting as nonvoting delegates shall abide by the confidentiality provisions to prevent loss and disclosure of secrets.
Article 34 these rules are applicable to the group and all units.
Article 35 All units refer to all business divisions, subsidiaries and functional departments of the group.
Article 36 these Rules shall be implemented from the date of deliberation and adoption by the board of directors of the group. Article 37 The administrative center of the group shall be responsible for the interpretation of these rules.
