Angel Yeast Co.Ltd(600298) rules of procedure of the board of directors
(revised in March 2022)
Chapter I General Provisions
Article 1 in order to further standardize the discussion methods and decision-making procedures of the board of directors of Angel Yeast Co.Ltd(600298) (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 relevant provisions of the company law, the securities law, the corporate governance standards for listed companies, the rules for listing shares of Shanghai Stock Exchange and the Angel Yeast Co.Ltd(600298) articles of association, These rules of procedure shall be formulated.
Chapter II directors
Article 2 the board of directors of the company is composed of 11 directors, including one chairman and six independent directors. Article 3 directors shall be elected or replaced by the general meeting of shareholders for a term of three years. A director may be re elected upon expiration of his term of office. Before the expiration of a director’s term of office, the general meeting of shareholders cannot remove him without reason.
Article 4 the board of directors shall not have employee directors. Directors may be concurrently held by senior managers, and the number of directors concurrently holding senior management positions shall not exceed 1 / 2 of the total number of directors of the company.
Article 5 the directors shall abide by laws, administrative regulations and the articles of association, and bear the obligations of loyalty and diligence to the company.
Article 6 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.
Chapter III board of directors
Article 7 the company establishes a board of directors according to law. The board of directors is the permanent executive organ of the general meeting of shareholders and is responsible for the general meeting of shareholders.
Article 8 the board of directors shall exercise the following functions and powers in accordance with the company law and the articles of association:
(I) convene the general meeting of shareholders and report the work to the general meeting;
(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 the company’s major acquisition, acquisition of the company’s shares or the company’s merger, division, dissolution and change of company form;
(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 on the appointment or dismissal of the general manager, the 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 general manager, decide to appoint or dismiss the company’s deputy general manager, financial director, chief engineer and other senior managers, and decide on their remuneration, rewards and punishments; （11） Formulate the basic management system of the company;
（12） Formulate and amend 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 general manager of the company and check the work of the general manager;
（16） When deciding on major issues of the enterprise, the board of directors shall listen to the opinions of the Party committee of the company in advance. In case of decisions on major issues of the enterprise, appointment and removal of important cadres, investment decisions on major projects, use of large amounts of funds and other matters, the board of directors shall make decisions according to the research and discussion opinions of the Party committee. When selecting and employing senior management personnel, the party organization shall deliberate and put forward opinions on the candidates nominated by the nomination committee of the board of directors or the general manager, or recommend the nominated candidates to the nomination committee and the general manager; The party organization inspects the proposed candidates, makes collective research and puts forward opinions.
（17） Other functions and powers granted by laws, regulations or the articles of association and the general meeting of shareholders.
Article 9 procedures to be performed by the company for external guarantees, related party transactions and receipt of government subsidies:
(I) external guarantee
At the beginning of the year, the company estimates the total amount of external guarantee in the current year, which shall be submitted to the board of directors and the general meeting of shareholders for deliberation, and the independent directors shall express independent opinions.
Within the expected amount of external guarantee approved by the board of directors, the Finance Department of the company shall timely submit the business license, financial statements, main debt contract and other relevant materials of the guaranteed party to the board of directors according to the principle of one announcement for each occurrence, which shall be announced by the board of directors.
The following external guarantees of the company shall be submitted to the general meeting of shareholders for deliberation after being deliberated by the board of directors:
1. Any guarantee provided after the total external guarantee of the company and its holding subsidiaries exceeds 50% of the latest audited net assets;
2. Any guarantee provided after the total amount of external guarantee of the company exceeds 30% of the total assets audited in the latest period;
3. The guarantee amount of the company within one year exceeds 30% of the company’s latest audited total assets;
4. The guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
5. The amount of a single guarantee exceeds 10% of the latest audited net assets;
6. Guarantees provided to shareholders, actual controllers and their related parties;
When providing guarantee for non holding subsidiaries, the company shall require the other party to provide counter guarantee, and the provider of counter guarantee shall have actual bearing capacity.
(II) related party transactions:
1. At the beginning of the year, the company estimates the total amount of related party transactions in the current year and submits them to the board of directors and the general meeting of shareholders for deliberation. Independent directors shall express independent opinions.
2. For the related party transactions within the expected limit, the board of directors of the company shall summarize and sort out the related party transactions actually occurred in this quarter and announce them to the public after the end of each quarter.
(III) government subsidies received:
1. After the end of each quarter, the company will summarize and sort out the government subsidies received in this quarter and make an announcement to the public. 2. If the amount of single or accumulated government subsidies received reaches more than 10% of the audited net profit of the company in the latest fiscal year, the Finance Department of the company shall timely notify the board of directors, which shall make an announcement to the public.
Article 10 if the board of directors makes resolutions on external guarantees and related party transactions in violation of the authority and procedures specified in laws, regulations or the articles of association, resulting in losses to the interests of the company or shareholders, the directors participating in the voting shall be jointly and severally liable for compensation to the company or shareholders, except for the directors who clearly express their objections and record their objections in the minutes of the meeting.
Chapter IV organizational structure of the board of directors
Article 11 the office of the board of directors is set under the board of directors as the handling agency of the daily affairs of the board of directors.
Article 12 the Secretary of the board of directors shall also be the person in charge of the office of the board of directors.
Article 13 the main responsibilities of the office of the board of directors are as follows:
(I) be responsible for keeping the seal of the board of directors;
(II) handle the daily affairs of the board of directors under the leadership of the chairman of the board of directors and coordinate the work of the board of directors and the management of the company;
(III) be responsible for drafting relevant documents and letters of the board of directors;
(IV) be responsible for external information disclosure and external liaison between the company and the competent securities authorities and intermediaries; (V) be responsible for the preparations for the convening of the board of directors and the general meeting of shareholders, and collect all kinds of proposals and meeting minutes to be submitted to the board of directors for discussion;
(VI) be responsible for strengthening communication with investors to enhance investors’ understanding of the company;
(VII) be responsible for formulating the company’s plans for dividend distribution, capital increase and share allotment, and handling the implementation of dividend distribution, capital increase and share allotment and other specific matters;
(VIII) participate in the formulation of the company’s annual business plan and medium and long-term development plan;
(IX) manage the company’s equity, securities and other relevant documents and files and relevant materials of the board of directors;
(x) be responsible for handling other work matters assigned by the board of directors and the chairman of the board of directors.
Chapter V special committees of the board of directors
Article 14 the board of directors shall establish special committees related to audit, strategy, nomination, remuneration and assessment. The members of the special committee are all composed of directors, in which independent directors account for the majority of the audit committee, nomination committee and remuneration and assessment committee, and act as the convener. The convener of the audit committee is an accounting professional. Article 15 the main responsibility of the strategy committee is to study and make suggestions on the company’s long-term development strategy and major investment decisions.
Article 16 the main responsibilities of the audit committee are:
(I) propose to hire or replace the external audit institution;
(II) supervise the company’s internal audit system and its implementation;
(III) be responsible for the communication between internal audit and external audit;
(IV) review the company’s financial information and its disclosure;
(V) review the company’s internal control system.
Article 17 the main responsibilities of the nomination committee are:
(I) study the selection criteria and procedures of directors and managers and put forward suggestions;
(II) extensive search for qualified directors and managers;
(III) review the candidates for directors and managers and put forward suggestions;
Article 18 the main responsibilities of the remuneration and assessment committee are:
(I) study the assessment standards of directors and managers, conduct assessment and put forward suggestions;
(II) study and review the remuneration policies and plans of directors and senior managers.
Article 19 each special committee may hire an intermediary institution to provide special opinions, and the relevant expenses shall be borne by the company.
Article 20 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 examination and decision.
Chapter VI convening and convening of board meetings
Article 21 the meeting of the board of directors shall be held in strict accordance with the prescribed procedures. The board of directors shall notify all directors in advance at the specified time and provide sufficient information. If two or more independent directors believe that the information is incomplete or the argument is insufficient, they may jointly submit a written request to the board of directors to postpone the meeting or the deliberation of the matter, which shall be adopted by the board of directors, and the listed company shall disclose the relevant information in a timely manner. The board of directors shall hold at least 4 meetings every year, which shall be convened by the chairman and notified to all directors in writing 10 days before the meeting is held.
Article 22 the meeting of the board of directors can be held only when more than half of the directors are present.
Article 23 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 recommended by more than half of the directors shall perform his duties.
Article 24 shareholders representing more than 10% of the voting rights, more than 1 / 3 of the directors or the board of supervisors may propose to convene an interim meeting of the board of directors. 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.
If an interim meeting of the board of directors is proposed to be held in accordance with the provisions of the preceding paragraph, 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 contain 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 date of the proposer. The contents of the proposal shall fall 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 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.
Article 25 the board of directors may convene an interim Board of directors according to the situation of the company. On the premise of ensuring the directors’ full right to know, the interim Board of directors shall notify all directors by fax, e-mail and other communication methods 2 days before the meeting.
Article 26 the notice of the meeting of the board of directors shall include the following contents:
(I) date and place of the meeting;
(II) duration of the meeting;
(III) reasons and topics;
(IV) date of notice.
Article 27 the board of directors shall provide all directors with sufficient materials at least two days before the meeting of the board of directors, including relevant background materials of the meeting proposal and information and data helpful for directors to understand the business progress of the company.
Article 28 the meeting of the board of directors shall be attended by the directors themselves; If a director is unable to attend for some reason, he may entrust another director in writing to attend on his behalf. The power of attorney shall specify the name of the agent, the matters of agency, the scope of authorization and the period of validity, and shall be signed or sealed by the principal. The directors attending the meeting on their behalf shall exercise the rights of directors within the scope of authorization. If a director fails to attend the meeting of the board of directors or entrust a representative to attend, he shall be deemed to have waived his voting right at the meeting. 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.
Article 29 the following principles shall be followed when entrusting or entrusted to attend the meeting of the board of directors:
(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) independent directors shall not entrust non independent directors to attend on their behalf, and non independent directors shall not accept the entrustment of independent directors;
Entrust other directors to attend the meeting on their behalf, and the relevant directors shall not accept the entrustment with full power 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.
Chapter VII voting at board meetings
Article 30 the voting method of the resolution of the board of directors is: open ballot or show of hands.
Article 31 one person, one vote shall be adopted for the voting of resolutions of the board of directors.
Article 32 the resolution formed by the board of directors must be adopted by more than half of all directors.
Article 33 on the premise of ensuring that directors can fully express their opinions, the meeting of the board of directors can be held by fax, e-mail or other means of communication and make resolutions, which shall be signed by the directors attending the meeting.
Article 34 No matter how the board of directors of the company is convened, the directors present at the meeting must have clear consent, objection or abstention on the proposals discussed at the meeting, and sign on the minutes of the meeting. Article 35 Where a director is associated with the enterprise involved in the resolution of the board of directors, he shall not exercise the voting right on the resolution, nor shall he exercise the voting right on behalf of other directors. The meeting of the board of directors can be held only when more than half of the unrelated directors are present, and the resolutions made at the meeting of the board of directors must be adopted by more than half of the unrelated directors. If the number of unrelated directors attending the board of directors is less than 3, the matter shall be submitted to the general meeting of shareholders for deliberation.
The affiliated directors mentioned in the preceding paragraph include the following directors or any of the following circumstances
