Sichuan Tianwei Electronic Co.Ltd(688511)
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 Sichuan Tianwei Electronic Co.Ltd(688511) (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”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) These rules are formulated in accordance with the relevant provisions of laws, regulations and normative documents such as the standards for the governance of listed companies, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange and the Sichuan Tianwei Electronic Co.Ltd(688511) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the board of directors shall conscientiously perform its duties stipulated in relevant laws, administrative regulations and the articles of association, ensure that the company complies with the provisions of laws, administrative regulations and the articles of association, treat all shareholders fairly, and pay attention to the legitimate rights and interests of other stakeholders.
Chapter II directors
Article 3 any person who is not allowed to serve as a director under any of the circumstances specified in the articles of association shall not serve as a director.
Article 4 directors shall be elected or replaced by the general meeting of shareholders, and may be removed by the general meeting of shareholders before the expiration of their term of office. The term of office of the directors is 3 years. A director may be re elected upon expiration of his term of office.
The term of office of the directors shall be calculated from the date of taking office 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 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 be concurrently held by the general manager or other senior managers. However, the total number of directors who concurrently hold the posts of manager or other senior managers and directors held by employee representatives shall not exceed one-half of the total number of directors of the company.
Article 6 the directors shall abide by the laws and administrative regulations and bear the obligations of loyalty and diligence to the company in accordance with the articles of association.
Article 7 If a director fails to attend the meeting in person or entrust other directors to attend the meeting of the board of directors for two consecutive times, he shall be deemed unable to perform his duties, and the board of directors shall recommend the general meeting of shareholders to replace him.
If a director fails to attend the meeting of the board of directors in person for two consecutive times, or fails to attend the meeting of the board of directors in person for more than half of the total number of meetings of the board of directors during his term of office, he shall make a written explanation.
Article 8 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.
If the board of directors of the company is lower than the minimum quorum due to the resignation of directors, the company shall complete the by election within two months. Before the re elected directors take office, the original directors shall still perform their duties as directors in accordance with laws, administrative regulations, departmental rules and the articles of Association.
In addition to the above circumstances, the resignation of a director shall take effect when the resignation report is delivered to the board of directors.
Article 9 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 for 3 years after the resignation takes effect or the expiration of his term of office.
The company shall sign a confidentiality agreement with the directors. After a director leaves office, his confidentiality obligations for the company’s trade secrets, including core technologies, shall remain valid until the trade secrets become public information, and shall not use the company’s core technologies to engage in the same or similar business as the company.
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, but shall remain valid for at least two years after the end of the term of office.
Chapter III functions and powers of the board of directors
Article 10 the board of directors of the company is composed of 8 directors, including 3 independent directors and 1 Chairman. The chairman of the board of directors shall be elected by more than half of all directors.
Article 11 the board of directors shall be responsible to the general meeting of shareholders and exercise the following functions and powers:
(I) convene 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 major acquisition of the company, acquisition of the company’s shares due to the reasons specified in the articles of association, or merger, division, dissolution and change of company form;
(VIII) according to the provisions of the articles of association or the authorization of the general meeting of shareholders, decide the scheme of purchasing the shares of the company due to the provisions of the articles of Association;
(IX) 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;
(x) decide on the establishment of the company’s internal management organization;
（11） Appoint or dismiss the general manager, Secretary of the board of directors and other senior managers of the company according to the nomination of the chairman of the board, and decide on their remuneration, rewards and punishments; According to the nomination of the general manager, appoint or dismiss the deputy general manager, financial director and other senior managers of the company, and decide on their remuneration, rewards and punishments; （12） Formulate the basic management system of the company;
（13） Formulate the amendment plan of the articles of Association;
（14） Manage the information disclosure of the company;
（15） Propose to the general meeting of shareholders to hire or replace the accounting firm audited by the company;
（16） Listen to the work report of the general manager of the company and check the work of the general manager;
（17） Other functions and powers granted by laws, administrative regulations, departmental rules, the articles of association and the general meeting of shareholders.
Matters beyond the scope authorized by the general meeting of shareholders shall be submitted to the general meeting of shareholders for deliberation. Item (VIII) of this article shall be resolved at the meeting of the board of directors attended by more than two-thirds of the directors. The above functions and powers other than item (VIII) shall be exercised collectively by the board of directors, and shall not be authorized to be exercised by others, and shall not be changed or deprived by means of the articles of association, resolutions of the general meeting of shareholders, etc. The board of directors exercises the above functions and powers by convening a meeting of the board of directors for deliberation and decision, and forming a resolution of the board of directors before implementation.
Article 12 the board of directors of the company shall explain the non-standard audit opinions issued by certified public accountants on the company’s financial reports to the general meeting of shareholders.
Article 13 the board of directors shall determine the authority of external investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, related party transactions and external donation, and establish strict review and decision-making procedures; Major investment projects shall be reviewed by relevant experts and professionals and reported to the general meeting of shareholders for approval.
(I) without violating laws, regulations and other provisions of the articles of association, for the transactions of the company, such as the purchase or sale of assets, foreign investment (except for the purchase of bank financial products), the provision of financial assistance, the lease in or lease out of assets, the entrusted or entrusted management of assets and businesses, the donation or acceptance of assets, the reorganization of creditor’s rights or debts, the signing of license agreements, the transfer or assignment of research and development projects, The approval authority of the board of directors authorized by the general meeting of shareholders is:
1. The total assets involved in the transaction (if there are both book value and evaluation value, whichever is higher) are less than 50% of the company’s total assets audited in the latest period; Among them, if the assets purchased and sold within one year (the higher of the total assets and transaction amount as the calculation standard) exceed 30% of the company’s total assets audited in the latest period, the board of directors shall make a resolution and submit it to the general meeting of shareholders for deliberation and approval by special resolution;
2. The transaction amount of the transaction is less than 50% of the market value of the company;
3. The net assets of the subject matter of the transaction (such as equity) in the latest fiscal year account for more than 10% of the market value of the company, but less than 50% of the market value of the company;
4. The relevant operating income of the transaction object (such as equity) in the latest fiscal year is less than 50% of the audited operating income of the company in the latest fiscal year or the absolute amount does not exceed 50 million yuan;
5. The profit generated from the transaction is less than 50% of the audited net profit of the company in the latest fiscal year or the absolute amount does not exceed 5 million yuan;
6. The net profit related to the subject matter of the transaction (such as equity) in the latest fiscal year is less than 50% of the audited net profit of the company in the latest fiscal year or the absolute amount does not exceed 5 million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation. Any transaction meeting or exceeding any of the above standards shall be submitted to the general meeting of shareholders for deliberation and approval.
When the company and the same trading party have two related transactions in opposite directions in other transactions other than foreign investment (including entrusted financial management, entrusted loan, etc.), providing financial assistance and providing guarantee at the same time, the disclosure standard shall be calculated according to the higher of the transaction indicators in one direction.
If the subject matter of the transaction is equity and the purchase or sale of the equity will change the scope of the company’s consolidated statements, all assets and operating income of the company corresponding to the equity shall be regarded as the total assets involved in the transaction and the operating income related to the subject matter of the transaction.
The above transactions belong to the purchase and sale of assets, excluding the purchase of raw materials, fuels and power, as well as the sale of products, commodities and other assets related to daily operation, but the purchase and sale of such assets are still included in the asset replacement.
If the transaction meets the standards specified in this paragraph and needs to be submitted to the general meeting of shareholders for deliberation, if the subject matter of the transaction is the equity of the company, the company shall provide an accounting firm qualified to carry out securities and futures related businesses to issue an audit report on the financial and accounting report of the subject matter of the transaction in the latest year and another period in accordance with the accounting standards for business enterprises. The audit deadline shall not exceed 6 months from the date of the general meeting of shareholders for deliberation of the transaction; If the subject matter of the transaction is other non cash assets other than equity, the company shall provide the evaluation report issued by an asset evaluation firm qualified to perform securities and futures related business. The benchmark date of the evaluation shall not exceed one year from the date of the shareholders’ meeting to consider the transaction. Although the transaction fails to meet the standards for submission to the general meeting of shareholders for deliberation as stipulated in this paragraph, if the exchange deems it necessary, the company shall also provide the audit or evaluation report of relevant accounting firm or asset evaluation firm in accordance with the above provisions.
If the above transactions belong to the establishment of a limited liability company or a joint stock limited company by the company’s foreign investment, the provisions of this paragraph shall apply based on the total subscribed capital contribution agreed in the agreement.
In case of “providing financial assistance” and “entrusted financial management” and other matters, the amount incurred shall be taken as the calculation standard.
The provisions of this article shall apply to similar transactions related to the subject matter of the company within 12 months in accordance with the principle of cumulative calculation. Those who have fulfilled relevant obligations in accordance with the provisions of this article will not be included in the relevant cumulative calculation scope.
(II) the board of directors has the right to examine and approve other guarantee matters beyond the authority of the general meeting of shareholders specified in Article 43 of the articles of association. When the board of Directors considers the guarantee, it shall be approved by more than half of all directors and more than 2 / 3 of the directors present at the meeting; When considering external guarantee matters, more than 2 / 3 of all independent directors must agree. The company shall not provide guarantee without the approval of the board of directors or the general meeting of shareholders. When the company provides external guarantee, it shall be timely disclosed after being deliberated and approved by the board of directors or the general meeting of shareholders.
(III) related party transactions (except guarantees provided by the company) with a transaction amount of more than 300000 yuan between the company and related natural persons and related party transactions (except guarantees provided by the company) with a transaction amount of more than 3 million yuan between the company and related legal persons and accounting for more than 0.1% of the company’s total assets or market value audited in the latest period (except guarantees provided by the company) shall be reviewed and approved by the board of directors of the company; The transactions between the company and related parties (except for the guarantee provided by the listed company, the cash assets donated by the listed company and the debt simply reduced or exempted from the obligations of the listed company) with an amount of more than 30 million yuan and accounting for more than 1% of the total assets or market value of the company audited in the latest period shall be submitted to the general meeting of shareholders of the company for deliberation after being reviewed and approved by the board of directors.
Any guarantee provided by the company for related parties, regardless of the amount, shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors.
The company’s transactions with the same related party or transactions with different related parties related to the same transaction object within 12 consecutive months shall be calculated in accordance with the principle of cumulative calculation.
(IV) transactions between the company and its holding subsidiaries within the scope of merger or between the company’s holding subsidiaries shall be approved by the board of directors and implemented in accordance with the articles of association of the holding subsidiaries, unless otherwise provided by laws and company systems.
(V) the company’s securities investment shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors, and shall obtain the consent of more than 2 / 3 of all directors and more than 2 / 3 of independent directors.
The foreign investment, asset disposal and other transactions of the company’s holding subsidiary shall be carried out in accordance with the provisions of its articles of association, but the decision-making authority granted to the board of directors or executive directors of the company by the articles of association of the holding subsidiary shall not exceed the authority of the board of directors of the company. The voting intention of the company at the general meeting of shareholders of subsidiaries shall be instructed by the board of directors or the general meeting of shareholders of the company according to the authority.
If the above matters involve other laws, administrative regulations, departmental rules, normative documents or other provisions of the Shanghai Stock Exchange, such provisions shall prevail.
Article 14 any proposal that must be submitted to the board of directors for discussion shall be submitted in writing by the legal proposer, and the Secretary of the board of directors shall be responsible for collecting it.
Article 15 the board of directors shall set up a special committee on audit, strategy, nomination, remuneration and assessment. The members of the committee shall be an odd number and shall not be less than 3. More than half of the members of the audit, nomination, remuneration and assessment committee shall be independent directors, and the independent directors shall serve as the convener. The convener of the audit committee shall be an accounting professional.
Each special committee may hire an intermediary institution to provide professional advice, and the relevant expenses shall be borne by the company.
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. Chapter IV convening and convening of the board of directors
Article 16 directors
