Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896)
Rules of procedure of the board of directors
March 2002 (Revised)
catalogue
Chapter I General Provisions Chapter II composition of the board of Directors Chapter III functions and powers of the board of directors Chapter IV board meeting system Chapter V proceedings and voting procedures of the board of Directors Chapter VI minutes of board meeting 14 Chapter VII Supplementary Provisions sixteen
Chapter I General Provisions
Article 1 in order to clarify the responsibilities and authorities of the board of directors of Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) (hereinafter referred to as the “company”), standardize the internal organization, discussion and decision-making procedures of the board of directors, and ensure the efficient and orderly operation 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 securities law of the people’s Republic of China and other relevant laws and regulations The rules of procedure of the Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) board of directors (hereinafter referred to as the “rules”) are formulated in accordance with the normative documents and the Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the company establishes a board of directors, which is elected by the general meeting of shareholders. Entrusted by the general meeting of shareholders, the board of directors is responsible for the operation and management of the company’s corporate property. It is the business decision-making center of the company and is responsible for the general meeting of shareholders.
Article 3 the Secretary of the board of directors shall handle the daily affairs of the board of directors and keep the seal of the board of directors.
Article 4 the board of directors shall set up an office under the board of directors to handle the daily affairs of the board of directors.
Article 5 the board of directors shall establish an audit committee, a remuneration and assessment committee, a nomination committee and a strategy committee, and formulate and disclose the working system of the special committee. The members of the committee shall be composed of no less than three directors, among which the independent directors of the audit committee, remuneration and assessment committee and nomination committee shall account for more than half and act as the convener. The convener of the audit committee shall be an accounting professional.
Chapter II composition of the board of directors
Article 6 the board of directors is the executive body of the general meeting of shareholders. It implements the resolutions adopted by the general meeting of shareholders, and is responsible and reports to the general meeting of shareholders.
The board of Directors consists of nine directors, including three independent directors. The board of directors has a chairman and a vice chairman.
The board of directors shall have one secretary of the board of directors.
The chairman and vice chairman shall be elected by the board of directors by more than half of all directors.
Article 7 the following persons shall not be nominated as directors of the company, except for the restrictions on the qualifications of directors stipulated in the company law and the articles of association:
(I) administrative penalty imposed by the CSRC in the last three years;
(II) publicly denounced by the stock exchange or criticized in more than three circulars in the past three years;
(III) those who have been declared prohibited from entering the market by the CSRC and are still in the period of prohibition;
(IV) persons who are publicly recognized by the stock exchange as unfit to serve as directors of listed companies;
(V) unable to ensure that enough time and energy are invested in the company’s affairs during his term of office and earnestly perform various duties that directors should perform.
The above period shall be calculated according to the deadline for the shareholders’ meeting or the board of directors and other institutions to consider relevant proposals.
Article 8 directors shall be elected or replaced by the general meeting of shareholders for a term of three years. Before the expiration of their term of office, they may be removed by the general meeting of shareholders. A director may be re elected upon expiration of his term of office, but the term of re-election of an independent director shall not exceed 6 years.
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 as a director in accordance with laws, administrative regulations, departmental rules and the articles of association before the re elected director takes office.
Directors may be concurrently held by senior managers, but the total number of directors who concurrently hold the post of senior managers and directors held by employee representatives shall not exceed one-half of the total number of directors of the company.
Article 9 the meeting of the board of directors shall be convened by the chairman of the board of directors. At the first meeting of each board of directors, the director who obtains the most votes shall be the person in charge of convening, and the chairman shall be elected at that meeting. When the directors get the same votes, the directors shall jointly elect the person in charge of convening the first meeting of the board of directors; If the person in charge of the meeting cannot be elected, the directors shall draw lots to decide. The first meeting of each board of directors shall be held within 3 days after the election or re-election.
Article 10 the board of directors of the company shall exercise the following functions and powers:
(I) be responsible for convening the general meeting of shareholders and reporting 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) 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 within the scope authorized by 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 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 deputy general manager, financial director and other senior managers of the company; And decide on their remuneration and 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;
（15） Listen to the work reports of the general manager and other senior managers of the company, and check the work of the general manager and other senior managers; Decide on the acquisition of the company’s shares due to the circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of Association;
（16） Other functions and powers granted by laws, administrative regulations, departmental rules, the articles of association or the resolution of the general meeting of shareholders of the company.
Article 11 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.
Article 12 in addition to the transactions that should be considered by the general meeting of shareholders according to the articles of association, the following transactions (except the provision of guarantee) shall be considered by the board of directors:
(I) the total assets involved in the transaction (if there are both book value and evaluation value, whichever is higher) account for more than 10% of the company’s total audited assets in the latest period;
(II) the transaction amount of the transaction (including the debts and expenses undertaken) accounts for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan;
(III) the profit generated from the transaction accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan;
(IV) the relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited operating income of the company in the latest fiscal year, and the absolute amount exceeds 10 million yuan;
(V) the related net profit of the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan. If the data involved in the above indicators is negative, the absolute value shall be taken for calculation.
Transactions in this article include but are not limited to: purchase or sale of assets; Foreign investment (including entrusted financial management and entrusted loans); Provide financial assistance (external borrowing); Provide guarantee; Leased in or leased out assets; Entrusted or entrusted management of assets and businesses; Donated or donated assets; Reorganization of creditor’s rights and debts; Sign the license agreement; Transfer or transfer research and development projects.
The above purchase or sale of assets does not include the purchase of raw materials, fuel and power, and the sale of products, commodities and other asset purchases or sales related to daily operation, but such asset purchases or sales involved in asset replacement are still included.
Article 13 in addition to the related party transactions that shall be deliberated by the general meeting of shareholders according to the articles of association, the following related party transactions shall be deliberated by the board of directors:
Related party transactions between the company and related legal persons with a 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, or related party transactions between the company and related natural persons with a transaction amount of more than 300000 yuan, shall be reviewed and approved by the board of directors after being submitted to the independent director of the company for review and approval. If the company conducts the same related party transaction in several times within 12 consecutive months, it shall be calculated based on the cumulative number of transactions during this period. Laws and regulations, CSRC and all other provisions of the trading shall be handled in accordance with the provisions.
Article 14 except for the external guarantee matters that should be considered by the general meeting of shareholders according to the articles of association, the external guarantee matters of the company shall be considered by the board of directors.
The board of directors shall strictly abide by the following provisions when considering external guarantees:
(I) without the approval of the competent authority, the company shall not provide guarantee for any unincorporated unit or individual;
(II) the company’s external guarantee shall require the other party to provide counter guarantee, and the provider of counter guarantee shall have corresponding bearing capacity;
(III) external guarantees must be reviewed and approved by more than two-thirds of the directors present at the board of directors;
(IV) the external guarantee that should be approved by the general meeting of shareholders can only be submitted to the general meeting of shareholders for approval after being deliberated and approved by the board of directors;
(V) 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.
Article 15 the board of directors of the company shall explain to the shareholders’ meeting the non-standard audit opinions issued by the certified public accountant on the company’s financial report.
Article 16 the board of directors shall establish strict review and decision-making procedures in accordance with the approval authority granted by the general meeting of shareholders for foreign investment, purchase or disposal of assets, adjustment of total cost budget, foreign borrowing, related party transactions and asset mortgage; Major investment projects shall be reviewed and demonstrated by relevant experts and professionals and reported to the general meeting of shareholders for approval.
Article 17 the chairman shall exercise the following functions and powers:
(I) preside over the general meeting of shareholders, convene and preside over the meeting of the board of directors, and report to the general meeting of shareholders on behalf of the board of directors;
(II) supervise and inspect the implementation of the resolutions of the board of directors and report to the board of directors;
(III) sign the company’s shares, corporate bonds and other securities;
(IV) sign important documents of the board of directors and other documents and statements signed by the legal representative of the company;
(V) exercise the functions and powers of the legal representative of the company;
(VI) nominate candidates for the general manager and Secretary of the board of directors of the company and submit them to the board of directors for deliberation and approval;
(VII) in case of emergency of force majeure, exercise special adjudication and disposal rights on 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 in time afterwards; (VIII) other functions and powers specified in the articles of association or authorized by the board of directors.
If the chairman is unable to perform his duties for some reason, 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.
Chapter IV board meeting system
Article 18 the meetings of the board of directors are divided into regular meetings and interim meetings.
The regular meeting of the board of directors is held twice a year. The regular meeting of the board of directors shall be held once in the previous two and a half years.
Shareholders representing more than one tenth of the voting rights, more than one-third of the directors or the board of supervisors may propose to convene an interim meeting of the board of directors.
Article 19 before issuing the notice of convening the regular meeting of the board of directors, the chairman of the board of directors shall notify each director, general manager and other senior managers in advance. The above notified subject shall submit the matters to be submitted to the board of directors for deliberation to the chairman of the board of directors in the form of proposal.
The proposal shall have the contents of items (1), (2), (4) and (5) of Article 20 of these rules, and 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.
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 or the request of the securities regulatory department.
Article 20 when the subject who has the right to propose to convene an interim board meeting proposes to convene an interim board meeting, it shall submit a written proposal signed (sealed) by the proposer to the chairman or his designated staff. 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) specify specific proposals;
(V) contact information and proposal 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.
Article 21 the meeting of the board of directors shall be convened and presided over by the chairman. If the chairman fails or is unable to perform his duties, the vice chairman shall convene and preside over the meeting. If the vice 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 22 directors
