Rules of procedure of the board of directors of Chongqing Chongqing Three Gorges Water Conservancy And Electric Power Co.Ltd(600116) electric power (Group) Co., Ltd. (revised in 2022)
(these Rules shall be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation and approval)
catalogue
Chapter I purpose
Chapter II board of directors
Section 1 directors
Section II Chairman
Chapter III Secretary of the board of directors
Chapter IV board meeting
Chapter V other working procedures of the board of directors
Chapter VI supplementary provisions
Chapter I General Provisions
Article 1 in order to further standardize the discussion methods and decision-making procedures of the board of directors of the company, promote the directors and the board of directors to effectively perform their duties, and improve the standardized operation and scientific decision-making level of the board of directors, these rules are formulated in accordance with the relevant provisions of the company law, the securities law, the standards for the governance of listed companies and the rules for the listing of shares on the Shanghai Stock Exchange.
Article 2 Office of the board of directors
The office of the board of directors is set under the board of directors to handle the daily affairs of the board of directors.
The person in charge of the office of the board of directors is responsible for keeping the seals of the board of directors and the office of the board of directors.
Chapter II board of directors
Section 1 directors
Article 3 the directors of the company are natural persons and shall have the necessary educational background, work experience and professional ability to perform their duties. Under any of the following circumstances, he cannot serve as a director of the company:
(I) no or limited capacity for civil conduct;
(II) being sentenced to criminal punishment for corruption, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy, and the expiration of the execution period is less than 5 years, or being deprived of political rights for a crime, and the expiration of the execution period is less than 5 years;
(III) being a director, factory director or manager of a company or enterprise in bankruptcy liquidation and personally responsible for the bankruptcy of the company or enterprise, less than 3 years have elapsed since the completion of the bankruptcy liquidation of the company or enterprise; (IV) having served as the legal representative of a company or enterprise whose business license has been revoked or ordered to close down due to violation of law, and having personal responsibility, less than 3 years have elapsed since the date of revocation of the business license of the company or enterprise;
(V) a large amount of personal debt is not paid off when due;
(VI) being banned from entering the securities market by the CSRC before the expiration of the time limit;
(VII) other contents stipulated by laws, administrative regulations or departmental rules.
If the appointment, appointment or election of directors violates the provisions of this article, it shall be invalid. In case of any circumstance under this article during the term of office of a director, the company shall remove him from his post.
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 three years. Upon expiration of his term of office, he may be re elected.
The director candidates nominated by the shareholders must be examined by the nomination committee of the board of directors before they can be submitted to the general meeting of shareholders. During the term of office of the directors, the shareholders must have sufficient reasons to propose the replacement of directors to the general meeting of shareholders.
The term of office of the directors shall be calculated from the date of adoption of the resolution of 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 as a director in accordance with laws, administrative regulations, the articles of association and departmental rules before the new director is elected.
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.
Article 5 directors shall abide by laws, administrative regulations and the articles of association, and bear the following obligations of loyalty to the company:
(I) shall not take advantage of his power to accept bribes or other illegal income, and shall not encroach on the company’s property; (II) not misappropriate the company’s funds;
(III) the company’s assets or funds shall not be deposited in an account opened in its own name or in the name of other individuals;
(IV) the company shall not, in violation of the provisions of the articles of association, lend the company’s funds to others or provide guarantee for others with the company’s property without the consent of the general meeting of shareholders or the board of directors;
(V) not to enter into contracts or conduct transactions with the company in violation of the provisions of the articles of association or without the consent of the general meeting of shareholders;
(VI) without the consent of the general meeting of shareholders, it is not allowed to take advantage of his position to seek business opportunities that should belong to the company for himself or others, and operate businesses similar to the company for himself or for others;
(VII) shall not accept the Commission of trading with the company as his own;
(VIII) not disclose company secrets without authorization;
(IX) it shall not use its affiliated relationship to damage the interests of the company;
(x) other loyalty obligations stipulated by laws, administrative regulations, the articles of association and departmental rules. The income obtained by a director in violation of this article shall be owned by the company; If losses are caused to the company, it shall be liable for compensation.
Article 6 directors shall abide by laws, administrative regulations and the articles of association, and bear the following obligations of diligence to the company:
(I) exercise the rights conferred by the company carefully, seriously and diligently to ensure that the company’s business activities comply with the requirements of national laws, administrative regulations and various national economic policies, and that the business activities do not exceed the business scope specified in the business license;
(II) all shareholders should be treated fairly;
(III) timely understand the business operation and management of the company;
(IV) written confirmation opinions shall be signed on the company’s periodic reports. Ensure that the information disclosed by the company is true, accurate and complete;
(V) it shall truthfully provide the board of supervisors with relevant information and materials, and shall not hinder the board of supervisors or supervisors from exercising their functions and powers;
(VI) other duties of diligence stipulated by laws, administrative regulations, the articles of association and departmental rules. 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.
Article 8 the company shall sign an employment contract with the directors and senior managers to clarify the rights and obligations between the company and the directors and senior managers, the term of office of the directors and senior managers, and the responsibilities of the directors and senior managers for violating laws and regulations and the articles of association. At the same time, it shall clarify that if the company terminates the directors’ contract in advance without reason, the directors shall be given full compensation, and the specific amount of compensation shall be determined by the board of directors.
Article 9 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, the articles of association and departmental rules before the re elected directors take office.
Except for the circumstances listed in the preceding paragraph, the resignation of a director shall take effect when the resignation report is delivered to the board of directors.
Article 10 when a director’s resignation takes effect or his term of office expires, he shall complete all handover procedures to 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. His obligation to keep confidential the company’s business secrets shall remain valid after the end of his term of office until the secrets become public information.
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, and under what circumstances the relationship with the company ends.
Article 11 no director may act on behalf of the company or the board of directors in his own name without the provisions of the articles of association or the legal authorization of the board of directors. When a director acts in his own name, if the third party reasonably believes that the director is acting on behalf of the company or the board of directors, the director shall declare his position and identity in advance.
Article 12 If a director violates the provisions of laws, administrative regulations, the articles of association or departmental rules when performing his duties and causes losses to the company, he shall be liable for compensation.
Article 13 independent directors shall implement in accordance with the relevant provisions of laws, administrative regulations and departmental rules. Section II board of directors
Article 14 the company has a board of directors, which is responsible for the general meeting of shareholders.
Article 15 the board of directors is composed of 13 directors, including 5 independent directors. The board of directors has 1 Chairman and 1-2 vice chairmen. The chairman and vice chairman shall be elected by the board of directors by more than half of all directors.
Article 16 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, investment plan and financing plan; Formulate the company’s development objectives and strategic planning;
(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) formulate plans for the company’s major acquisition, acquisition of the company’s shares or merger, spin off, division, dissolution and change of company form; Draw up a plan for the company to buy back its shares due to the reduction of its registered capital and merger with other companies holding its shares;
(VIII) decide on the company’s plan to buy back the company’s shares due to the use of shares for employee stock ownership plan or equity incentive, the conversion of corporate bonds convertible into shares issued by the company, and the circumstances necessary to maintain the company’s value and shareholders’ rights and interests. The acquisition of the company’s shares under the above circumstances shall be subject to the resolution of the board meeting attended by more than two-thirds of the directors;
(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 transactions specified in Article 18 of these rules of procedure; And through the board of directors or shareholders’ meeting of the holding subsidiaries within the scope of the company’s consolidated statements, determine the transactions of these subsidiaries within the scope authorized by the general meeting of shareholders of the company.
(x) approve the external guarantee with a single amount not exceeding 10% of the company’s latest audited net assets;
（11） Decide on the related party transactions with the amount of more than 300000 yuan between the company and the related natural person and under the approval authority of the general meeting of shareholders of the company; Or the related party transactions that the company intends to have with the related legal person with a transaction amount of more than 3 million yuan, accounting for more than 0.5% of the absolute value of the company’s latest audited net assets and below the approval authority of the company’s general meeting of shareholders; Transactions with the same related party or transactions related to the subscript of the same transaction category with different related parties shall be accumulated within 12 consecutive months;
（12） Decide on the establishment of the company’s internal management organization and unincorporated branches;
（13） The company implements a professional manager system, adopts internal selection and market-oriented methods to decide on the appointment or dismissal of the general manager, the Secretary of the board of directors and other senior managers, and decides 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, chief financial officer and other senior managers, and decide on their remuneration, rewards and punishments;
（14） Formulate the basic management system of the company;
（15） Formulate the amendment plan of the articles of Association;
（16） Draw up equity incentive plan and employee stock ownership plan;
（17） Make resolutions on whether the spin off of its subsidiaries complies with relevant laws and regulations and these Provisions, whether it is conducive to safeguarding the legitimate rights and interests of shareholders and creditors, whether the listed company can maintain its independence and sustainable operation ability after the spin off, and whether the new company formed by the spin off has the corresponding standardized operation ability;
（18） Information disclosure management matters of the company;
（19） Propose to the general meeting of shareholders to hire or replace the accounting firm audited by the company;
（20） Listen to the work report of the general manager of the company and check the work of the general manager;
（21） Other functions and powers granted by laws, administrative regulations, the articles of association or departmental rules.
In Item (16) of the preceding paragraph, the remuneration and assessment committee under the board of directors shall be responsible for formulating the draft of equity incentive plan or employee stock ownership plan. The board of directors shall make a resolution on the draft according to law, and the directors who intend to be the incentive object or have an associated relationship with them shall withdraw from voting.
Article 17 entrusted financial management can reasonably predict the scope, amount and term of investment, and calculate the proportion of net assets based on the amount. The provisions of articles 6.1.2 and 6.1.3 of the stock listing rules of Shanghai Stock Exchange shall apply. The service life of the relevant amount shall not exceed 12 months, and the transaction amount at any point in the period (including the relevant amount of reinvestment of the income of the above investment) shall not exceed the investment amount.
When conducting transactions other than “providing guarantee”, “providing financial assistance” and “entrusted financial management”, the provisions of articles 6.1.2 and 6.1.3 of the Listing Rules of Shanghai Stock Exchange shall be applied to all transactions related to the subscripts of the same transaction category in accordance with the principle of cumulative calculation within 12 consecutive months. Those who have fulfilled relevant obligations according to the above standards will not be included in the relevant cumulative calculation scope.
Article 18 “transaction” referred to in these rules includes the following matters
(I) purchase or sale of assets;
(II) foreign investment (including entrusted financial management, investment in subsidiaries, etc.);
(III) providing financial assistance (including interest bearing or interest free loans, entrusted loans, etc.);
(IV) provide guarantee (including guarantee for holding subsidiaries);
(V) approve asset replacement, mortgage, pledge, lease in or lease out, entrustment or entrusted management;
(VI) donated or donated assets;
(VII) reorganization of creditor’s rights and debts;
(VIII) sign a license agreement;
(IX) transfer or transfer of R & D projects;
(x) waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
（11） Other transactions recognized by Shanghai Stock Exchange.
Article 19 the board of directors has the right to decide on a single venture capital investment (including securities financial investment, real estate investment or high-tech investment and development) that does not exceed 20% of the company’s latest audited net assets, Have the right to make a single venture investment (including securities financial investment, real estate investment or high-tech investment and development) that does not exceed 20% of the company’s latest audited net assets through the shareholders’ meeting or the board of directors of the holding subsidiary within the scope of the company’s consolidated statements.
When making venture capital decisions, the board of directors shall establish a strict review system, organize relevant experts and professionals to conduct feasibility analysis, and make decisions according to the expert review conclusions.
Article 20 the board of directors of a company shall report on the financial statements of the company made by certified public accountants
