Article 1 in order to further standardize the discussion methods and decision-making procedures of the board of directors of Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) (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"), the governance standards of listed companies, the stock listing rules of Shanghai Stock Exchange These rules are formulated in accordance with the provisions of relevant laws, administrative regulations, normative documents and Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) articles of Association (hereinafter referred to as the "articles of association").
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.
If there is one of the circumstances stipulated in article 96 of the articles of association about not being a director, he shall not be a director.
Directors shall be elected or replaced by the general meeting of shareholders for a term of three years. Upon the expiration of the term of office, the director can be re elected, and the term of re-election of independent directors shall not exceed 6 years. A director may be dismissed by the shareholders' meeting before the 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.
The director may be concurrently held by the general manager or other senior managers, but the total number of directors concurrently holding the post of general manager or other senior managers and directors held by employee representatives shall not exceed 1 / 2 of the total number of directors of the company.
There is no employee representative on the board of directors of the company.
The directors shall abide by laws and administrative regulations and bear the obligation of loyalty to the company in accordance with the articles of association.
The directors shall abide by laws and administrative regulations, and shall be responsible for the company's diligence in accordance with the provisions of the articles of association.
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 to be unable to perform his duties, and the board of directors shall recommend the general meeting of shareholders to replace him.
If the number of directors attending the meetings of the board of directors in person within one year is less than two-thirds of the number of meetings of the board of directors in that year, the board of supervisors of the company shall review their performance of duties, make a resolution on whether they are diligent and responsible and make an announcement. Attend in person, including in person or by communication.
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 original directors shall still perform their duties in accordance with laws, administrative regulations, departmental rules and the articles of association before the re elected directors take office.
If the number of independent directors on the board of directors of the company is lower than the minimum requirements of relevant regulations due to the resignation of independent directors, the resignation report of the independent director shall take effect after the next independent director fills the vacancy. Except for the circumstances listed in the preceding two paragraphs, the resignation of a director shall take effect when the written resignation report is delivered to the board of directors.
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 his resignation report takes effect or after the end of his term of office.
After the resignation of a director takes effect or the expiration of his term of office, his confidentiality obligations for the company's trade secrets, including core technology, shall remain valid until the trade secrets become public information, and shall not use the company's core technology 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.
The board of directors of the company consists of 9 directors, of which 3 are independent directors. The company has 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.
The board of directors shall be responsible to the general meeting of shareholders and 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;
(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, merger, division, dissolution and change of company form;
(VIII) to decide on the transactions specified in Article 110 of the articles of association within the scope of authorization of the general meeting of shareholders;
(IX) decide on the establishment of the company's internal management organization;
(x) decide on the appointment or dismissal of the company's manager, the Secretary of the board of directors and other senior managers, and decide on their remuneration, rewards and punishments; According to the nomination of the manager, decide to appoint or dismiss the company's deputy manager, financial director and other senior managers, and decide on their remuneration, rewards and punishments;
（11） Appoint or dismiss the representative of securities affairs and the head of the audit department;
（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 affairs 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） The company's acquisition of shares of the company due to the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of Association;
（18） Other functions and powers granted by laws, administrative regulations, departmental rules, the articles of association or 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.
The board of directors shall determine the authority of foreign investment, domestic investment, acquisition and sale of assets, financing loans, asset mortgage, external guarantee, related party transactions, financial assistance, external donation and other matters, 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) the general meeting of shareholders of the company authorizes the board of directors to consider and approve transactions lower than those specified in Article 41 of the articles of association.
(II) the authority of the general meeting of shareholders of the company to authorize the board of directors to use the company's assets for foreign investment is:
If the total amount of the company's external investment in the latest audit period does not exceed 40% of the total amount of the company's external net assets in the latest 12 consecutive months, and the accumulated risk of the company's external investment in the latest 12 consecutive months does not exceed 40%.
The company's venture capital business shall be handled in accordance with the relevant administrative regulations, normative documents, business rules and relevant provisions of the company of the CSRC and the stock exchange.
(III) the authority of the general meeting of shareholders of the company to authorize the board of directors to invest domestically, purchase and sell assets is as follows:
Domestic investment, acquisition and sale of assets in which the total amount of funds calculated for 12 consecutive months is less than 0% of the company's latest audited total assets and the single amount is less than 20% of the company's latest audited total assets.
The above acquisition and sale of assets do not include 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.
(IV) the authority of the general meeting of shareholders of the company to authorize the board of directors to finance loans is:
The amount of financing and borrowing from banks and other institutions by the board of directors of the company according to the business situation shall not exceed 40% of the company's latest audited net assets for 12 consecutive months, and the single amount shall not exceed 30% of the latest audited net assets.
(V) the authority of the general meeting of shareholders of the company to authorize the asset mortgage of the board of directors is:
As the company needs to borrow money from the bank for its own production and operation, the board of directors can mortgage the assets that do not exceed 40% of the company's latest audited net assets and the single amount does not exceed 30% of the latest audited net assets within 12 consecutive months.
(VI) the authority of the general meeting of shareholders of the company to authorize the board of directors to provide external guarantee is:
Review and approve other external guarantees other than those specified in Article 43 of the articles of association.
For the guarantee matters within the authority of the board of directors, in addition to the consent of more than half of all directors of the company, it shall also be deliberated and approved by more than 2 / 3 of the directors attending the meeting of the board of directors.
(VII) the authority of the general meeting of shareholders of the company to authorize the related party transactions of the board of directors is:
The related party transactions (except the guarantee provided by the company) with the transaction amount of more than 300000 yuan between the company and the related natural person, and the related party transactions with the related legal person with the transaction amount of more than 3 million yuan and accounting for more than 0.5% of the absolute value of the company's latest audited net assets (except the guarantee provided by the company) shall be reviewed and approved by the board of directors.
Transactions between the company and related parties (for the related party transactions in which the company provides guarantees, receives cash assets and simply reduces or reduces the company by more than 5%, in addition to timely disclosure, the securities service institution with the qualification to perform securities and futures related business shall also issue an audit or evaluation report on the transaction subject, and submit the transaction to the general meeting of shareholders for deliberation. The transaction subject involved in the related party transactions related to daily operation may not be audited or evaluated.
The related party guarantee between the company and shareholders, actual controllers and other related parties, regardless of the amount, shall be reviewed and approved by the board of directors and then submitted to the general meeting of shareholders for deliberation and approval.
(VIII) the authority of the general meeting of shareholders to authorize the board of directors to provide financial assistance:
To review and approve other financial assistance activities other than those specified in Article 43 of the articles of association.
Financial assistance within the authority of the board of directors shall be reviewed and approved by more than 2 / 3 of the directors attending the meeting of the board of directors in addition to the consent of more than half of all directors of the company.
(IX) the authority of the general meeting of shareholders of the company to authorize the board of directors to donate to the outside world:
If the amount of a single donation or the cumulative total donation within 12 consecutive months exceeds 1 million yuan and is less than 5 million yuan, it shall be approved by the board of directors of the company; If the amount of a single donation or the cumulative total donation within 12 consecutive months exceeds 5 million yuan or more, it shall be implemented after being approved by the general meeting of shareholders of the company; External donations that fail to meet the criteria for submission to the board of directors for deliberation shall be submitted to the chairman for approval after deliberation by the general manager's office meeting.
If the previous donation within 12 consecutive months has fulfilled the relevant review procedures in accordance with the above provisions, it will not be included in the relevant cumulative calculation scope; The "cumulative amount" mentioned in this clause includes the donation amount of the company and its subsidiaries in the same period.
Foreign investment, domestic investment, acquisition and sale of assets, financing loans, asset mortgage, financial assistance, external donation and other transactions that exceed the approval authority of the board of directors as specified in items (II) to (V) of this article, or although they do not exceed the approval authority of the board of directors, but have reached the standards that shall be submitted to the general meeting of shareholders for deliberation and approval as specified in articles 41, 42 and 43 of the articles of association, or when the board of directors deems it necessary, The transaction shall be submitted to the general meeting of shareholders for deliberation and approval after being deliberated and approved by the board of directors.
The board of directors may grant certain authority to the general manager within the scope of authority, which shall be stipulated in the working rules of the general manager.
All proposals 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 them.
The board of directors shall establish four special committees: Audit Committee, nomination committee, remuneration and assessment committee and strategy and Development Committee. The members of each committee shall be an odd number and shall not be less than 3. Among them, independent directors shall account for more than half of the members of the audit committee, nomination committee and remuneration and assessment committee and 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. The board of directors of the company shall explain the non-standard audit opinion issued by the certified public accountant on the company's financial report to the general meeting of shareholders.
The meeting of the board of directors shall be convened by the chairman. If the chairman is unable or fails to perform his duties, the vice chairman shall perform his duties. If the vice chairman is unable or fails to perform his duties, a director jointly recommended by more than half of the directors shall perform his duties.
Shareholders representing more than 1 / 10 of the voting rights, more than 1 / 3 of the directors, more than 1 / 2 of the independent directors, the board of supervisors or the chairman of the board of directors 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.
Except as provided in Article 34 of these rules, the meeting of the board of directors shall be held only when more than half of the directors are present.
Supervisors may attend the meetings of the board of directors as nonvoting delegates; If the general manager 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.
The Secretary of the board of directors of the company is responsible for the organization and coordination of the meeting of the board of directors, including arranging the meeting agenda, preparing the meeting documents, organizing the meeting, and drafting the meeting minutes, meeting resolutions and minutes.
The meetings of the board of directors of the company are divided into regular meetings and interim meetings. The regular meeting of the board of directors shall be held at least twice a year, and all directors and supervisors shall be notified 10 days before the meeting. All directors and supervisors shall be notified of the convening of the interim meeting of the board of directors 5 days before the meeting.
If it is necessary to convene an interim meeting of the board of directors as soon as possible under special circumstances, 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.
Unless otherwise specified in these rules, the notice of the meeting of the board of directors shall be sent in writing by hand, mail, fax or e-mail.
The written notice of the meeting shall at least include
