Rules of procedure of the board of directors
Chapter I General Provisions
Article 1 in order to further clarify the responsibilities and authorities of the board of directors of Yunnan Tourism Co.Ltd(002059) (hereinafter referred to as the “company”), standardize the internal organization and operation procedures of the board of directors, and give full play to the role of the board of directors as the business decision-making body, these rules are formulated in accordance with the company law of the people’s Republic of China and other laws, regulations and normative documents as well as the relevant provisions of the Yunnan Tourism Co.Ltd(002059) articles of Association (hereinafter referred to as the “articles of association”).
Chapter II composition of the board of directors
Article 2 the company has a board of directors, which is responsible for the general meeting of shareholders. The board of directors is responsible for making strategies, making decisions and preventing risks.
Article 3 the board of directors is composed of nine directors, with one chairman, who is elected by the board of directors by more than half of all directors.
Article 4 the members of the board of directors of the company shall have more than one-third of independent directors, including at least one accounting professional.
Article 5 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 three years. The term of office is calculated from the date of adoption by the general meeting of shareholders to the expiration of the term of office of the current board of directors. Upon expiration of the term of office, they can be re elected. Article 6 if a director leaves office for some reason, the term of office of the by elected director shall be calculated from the date of adoption by the general meeting of shareholders 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 7 the board of directors shall establish four special committees: strategy, audit, nomination, remuneration and assessment. The members of the special committee are all composed of directors, among which the independent directors of the audit committee, the nomination committee and the remuneration and assessment committee shall account for the majority and act as the convener. The convener of the audit committee shall be an accounting professional.
Working groups are set up under each special committee to be responsible for daily work liaison and meeting organization. The detailed rules for the implementation of the duties, procedures and other work of the special committees of the board of directors shall be formulated separately by the board of directors.
Article 8 the board of directors shall have a secretary of the board of directors, who shall be responsible for the preparation of the general meeting of shareholders, the meeting of the board of directors and the meeting of the special committee of the board of directors, the custody of documents, the management of the company’s shareholder information, and the handling of information disclosure, investor relations and other matters. The Secretary of the board of directors shall be nominated by the chairman and appointed or dismissed by the board of directors.
As a senior manager of the company, the Secretary of the board of directors has the right to attend relevant meetings, consult relevant documents and understand the company’s finance and operation in order to perform his duties. The board of directors and other senior managers shall support the work of the Secretary of the board of directors. No institution or individual shall interfere with the normal performance of duties of the Secretary of the board of directors.
Chapter III functions and powers of the board of directors and the chairman
Article 9 the board of directors of the company shall act in strict accordance with the authority specified in the articles of association and the authorization of the general meeting of shareholders, and shall not form resolutions beyond its authority.
Article 10 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 on the company’s business plan and investment plan, and formulate the company’s strategy and development plan;
(IV) formulate the company’s annual financial budget plan and final settlement plan, including the annual payroll budget plan and liquidation results;
(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, 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) appoint or dismiss the general manager, Secretary of the board of directors and securities affairs representative of the company; According to the nomination of the general manager, appoint or dismiss the company’s deputy general manager, chief financial officer and other senior managers, and decide on their business performance assessment, 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 general manager of the company and check the work of the general manager;
（16） Other functions and powers granted by laws, administrative regulations, departmental rules or the articles of association.
When deciding on major issues of the company, the board of directors shall listen to the opinions of the Party committee of the company in advance.
Article 11 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) listen to the work reports of the company’s management team and wholly-owned and holding subsidiaries;
(IV) sign the company’s shares, corporate bonds and other securities;
(V) sign important documents of the board of directors and other documents that should be signed by the legal representative of the company;
(VI) nominate candidates for the general manager and Secretary of the board of directors of the company;
(VII) exercise the functions and powers of the legal representative;
(VIII) in case of force majeure such as catastrophic natural disasters, exercise the special disposal right of the company’s affairs in accordance with the laws and the interests of the company, and report to the board of directors and the general meeting of shareholders afterwards;
(IX) other functions and powers authorized by the board of directors.
Chapter IV convening and proposal of board meeting
Article 12 the board meeting shall be convened and presided over by the chairman; If the chairman is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall convene and preside over the meeting.
Article 13 the meetings of the board of directors are divided into regular meetings and interim meetings.
Article 14 the board of directors shall hold a regular meeting at least once a year in the previous two and a half years. The regular meeting shall be convened by the chairman, and all directors and supervisors shall be notified in writing 10 days before the meeting is held.
Article 15 under any of the following circumstances, the chairman of the board of directors shall convene an interim meeting of the board of directors within 10 days: (I) when the chairman considers it necessary;
(II) when more than one-third of the directors jointly propose;
(III) when proposed by the board of supervisors;
(IV) shareholders holding more than one tenth of the voting shares propose;
(V) when more than half of the independent directors propose;
(VI) when proposed by the general manager;
(VII) when required by the securities regulatory authority;
(VIII) other circumstances stipulated in the articles of association.
Article 16 Where an interim meeting of the board of directors is proposed in accordance with the provisions of the preceding article, the proposer shall submit a signed (sealed) written proposal to the chairman through the Secretary 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.
Article 17 the Secretary of the board of directors shall transmit the written proposal and relevant materials to the chairman of the board of directors after receiving them. 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.
In case of special circumstances that require the board of directors to make a resolution immediately, in order to effectively safeguard the interests of the company, the chairman of the board of directors may convene and convene an interim meeting of the board of directors without the restriction of the notice time limit in the preceding paragraph.
Chapter V notice of board meeting
Article 18 when convening a regular meeting of the board of directors, all directors and supervisors shall be notified 10 days in advance. When convening an interim meeting of the board of directors, all directors and supervisors shall be notified three days in advance.
Convene the meeting of the board of directors and send the notice of the meeting by means of personal delivery, fax, e-mail and e-mail; In case of emergency, if it is necessary to convene an interim meeting of the board of directors, 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.
Article 19 the notice of the meeting of the board of directors shall at least 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 20 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 originally scheduled 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.
Chapter VI convening of board meeting
Article 21 the meeting of the board of directors shall be held only when more than half of the directors are present.
Article 22 the general manager and the Secretary of the board of directors shall attend the meeting of the board of directors as nonvoting delegates, and the supervisor may attend the meeting 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.
Those attending the meeting as nonvoting delegates may express their opinions on relevant issues, but they have no right to vote.
Article 23 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) reasons why the client cannot attend the meeting;
(III) brief comments (if any) of the client on each proposal and instructions on voting intention;
(IV) the scope of authorization and validity period of the client;
(V) signature and seal of the client.
The Secretary of the board of directors shall collect the written power of attorney, report the entrustment to the chairman of the meeting before the meeting, and explain the actual situation of the entrusted attendance in the record after the meeting.
Article 24 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 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;
(III) a director shall not fully entrust other directors to attend on his behalf without stating his personal opinions and voting intention on the proposal, and the relevant directors shall not accept the entrustment with full authorization 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.
Article 25 the directors who attend the meeting on their behalf shall exercise the rights of directors within the scope of authorization. The proxy who fails to attend the meeting shall be deemed to have waived the right to vote at the meeting.
Article 26 the board meeting shall be held on site. If necessary, on the premise of ensuring the directors to fully express their opinions, the meeting can also be held by video, telephone, fax or other electronic means with the consent of the convener and proposer. The meeting of the board of directors can also be held on site and in other ways at the same time.
If the meeting is not held on site, the number of directors attending the meeting shall be calculated by video showing the directors present, the directors who express their opinions in the teleconference, the effective voting documents such as fax or e-mail actually received within the specified time limit, or the written confirmation letter submitted by the directors after the meeting.
Article 27 Unless unanimously agreed by all directors attending the meeting, the board meeting shall not vote on the proposal not included in the meeting notice.
Article 28 the directors shall carefully read the relevant meeting materials and express their opinions independently and prudently on the basis of full understanding of the situation.
Article 29 before the meeting, the directors may obtain the information required for decision-making from the Secretary of the board of directors, the convener of the meeting, the general manager and other senior managers, various special committees, accounting firms, law firms and other relevant personnel and institutions, or suggest to the host that the representatives of the above-mentioned personnel and institutions be invited to attend the meeting to explain the relevant situation.
Chapter VII voting at board meetings
Article 30 the voting at the meeting of the board of directors shall be one person, one vote. Except that the resolution formed by the board of directors shall obtain the consent of more directors in accordance with laws, administrative regulations and the articles of association, the resolution made by the board of directors must be adopted by more than half of all directors.
Article 31 the resolutions of the board of directors shall be voted by open ballot and in writing.
Article 32 the voting intentions of directors are divided into consent, objection and abstention. The directors attending the meeting shall choose one of the above intentions. If they do not choose or choose more than two intentions at the same time, they shall be deemed to have abstained.
Article 33 If a meeting is held on the spot, the chairman of the meeting shall announce the statistical results on the spot; In other cases, the chairman of the meeting shall require the Secretary of the board of directors to notify the directors of the voting results within one working day after the end of the specified voting time limit.
If a director votes after the chairman of the meeting announces the voting results or after the specified voting time limit expires, the voting situation shall not be counted.
Article 34 The board of directors shall, in accordance with the provisions of the articles of association of the company, exercise its authority
