Estun Automation Co.Ltd(002747)
Rules of procedure of the board of directors
(March 2022)
Article 1 Purpose
In order to further standardize the discussion methods and decision-making procedures of the board of directors of Estun Automation Co.Ltd(002747) (hereinafter referred to as "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, according to 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 Shenzhen Stock Exchange These rules are formulated in accordance with laws, regulations, normative documents, the Estun Automation Co.Ltd(002747) articles of Association (hereinafter referred to as the "articles of association") and relevant provisions, such as the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board.
Article 2 Secretariat of the board of directors
The Secretariat of the board of directors is set up under the board of directors to handle the daily affairs of the board of directors.
The Secretary of the board of directors shall be the head of the Secretariat of the board of directors and keep the seal of the board of directors.
Article 3 regular meetings
The meetings of the board of directors are divided into regular meetings and interim meetings.
The board of directors shall hold a regular meeting at least once a year in the previous two and a half years.
Article 4 proposal of regular meeting
Before issuing the notice of convening the regular meeting of the board of directors, the Secretariat of the board of directors shall fully solicit the opinions of all directors, preliminarily form the meeting proposal and submit it to the chairman for formulation.
Before drawing up a proposal, the chairman of the board of directors shall solicit the opinions of the manager and other senior managers as necessary. Article 5 interim meeting
Under any of the following circumstances, the board of directors shall convene an interim meeting:
(I) shareholders representing more than one tenth of the voting rights propose;
(II) when more than one-third of the directors jointly propose;
(III) when proposed by the board of supervisors;
(IV) when the chairman considers it necessary;
(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 6 proposal procedure of interim meeting
If an interim meeting of the board of directors is proposed to be held in accordance with the provisions of the preceding article, a written proposal signed (sealed) by the proposer shall be submitted to the chairman through the Secretariat 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 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.
After receiving the above written proposals and relevant materials, the Secretariat of the board of directors shall transmit them to the chairman of the board of directors on the same day. 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 authority.
Article 7 convening and presiding over the meeting
The board meeting shall be convened and presided over by the chairman; If the chairman is unable or fails to perform his duties, the vice chairman shall convene and preside over the meeting; If there is no vice chairman or the vice chairman is unable to perform his duties 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 8 notice of meeting
When convening regular and interim meetings of the board of directors, the Secretariat of the board of directors shall submit the notice of the meeting to all directors and supervisors, the manager and the Secretary of the board of directors by direct delivery, fax, e-mail or other means 10 and 5 days in advance respectively. If it is not delivered directly, it shall also be confirmed by telephone and recorded accordingly. The board of directors shall notify all directors in advance according to the specified time and provide sufficient materials, including relevant background materials of the meeting topics and information and data helpful for directors to understand the business progress of the company. When two or more independent directors consider that the information is insufficient or the argument is unclear, they can jointly propose in writing to the board of directors to postpone the meeting of the board of directors or postpone the consideration of the matter, which shall be adopted by the board of directors.
In case of emergency, if it is necessary to convene an interim meeting of the board of directors as soon as possible, 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.
Any director may waive his right to require notice of a meeting of the board of directors. If a director fails to raise an objection that he has not received the notice of the meeting before or at the meeting, the notice of the meeting shall be deemed to have been given to him. If a director fails to attend the meeting of the board of directors for two consecutive times without reason or entrusts other directors to attend the meeting of the board of directors, he shall be deemed to be unable to perform his duties, and the board of directors shall request the general meeting of shareholders to replace him.
Article 9 contents of meeting notice
The written meeting notice 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.
The notice of oral meeting shall at least include the contents of items (I) and (II) above, as well as the statement that it is urgent to convene an interim meeting of the board of directors as soon as possible.
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.
Article 10 change of meeting notice
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 one day before the original date of the meeting to explain the situation and the relevant contents and relevant materials of the new proposal.
Article 11 convening of the meeting
The meeting of the board of directors shall be held only when more than half of the directors are present. When the relevant directors refuse to attend or are lazy to attend the meeting, resulting in failure to meet the minimum number of people required for the meeting, the chairman and the Secretary of the board of directors shall report to the regulatory authority in time.
Supervisors shall attend the meetings of the board of directors as nonvoting delegates; If the 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.
Article 12 attendance in person and entrusted attendance
In principle, directors shall attend the board meeting 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) brief comments of the client on each proposal;
(III) the scope of authorization of the trustor and instructions on the voting intention of the proposal;
(IV) signature and date of the client.
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.
The entrusted director shall submit a written power of attorney to the chairman of the meeting and explain the entrusted attendance on the attendance book of the meeting.
Article 13 restrictions on entrusted attendance
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 14 convening method of the meeting
The board meeting shall be held on site. If necessary, on the premise of ensuring that the directors can fully express their opinions, the meeting can also be held by video, telephone, fax or e-mail voting with the consent of the convener (host) and the proposer. The meeting of the board of directors can also be held at the same time as other methods. The board of directors shall hold a plenary meeting on-site to discuss major related party transactions (except daily related party transactions) that should be submitted to the general meeting of shareholders for deliberation in accordance with the stock listing rules of Shenzhen Stock Exchange. Directors shall not entrust others to attend or vote by means of communication.
Article 15 deliberation procedures of the meeting
The chairman of the meeting shall request the directors attending the board meeting to express clear opinions on various proposals. For proposals that require prior approval of independent directors according to regulations, the meeting host shall designate an independent director to read out the written approval opinions reached by independent directors before discussing relevant proposals.
If a director obstructs the normal progress of the meeting or affects the speeches of other directors, the chairman of the meeting shall stop it in time.
Unless unanimously agreed by all directors present at the meeting, the board meeting shall not vote on the proposal not included in the meeting notice. If a director is entrusted by other directors to attend the board meeting on his behalf, he shall not vote on the proposal not included in the meeting notice on behalf of other directors.
Article 16 express opinions
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.
Before the meeting, the directors may ask the Secretariat of the board of directors, the convener of the meeting, the manager and other senior managers, various special committees, accounting firms, law firms and other relevant personnel and institutions for the information required for decision-making, or suggest to the chairman during the meeting to invite the representatives of the above personnel and institutions to attend the meeting to explain the relevant situation.
Article 17 voting at the meeting
After full discussion of each proposal, the host shall timely submit it to the directors attending the meeting for voting.
Voting at the meeting shall be carried out by one person, one vote, by show of hands or communication.
The voting intentions of directors are divided into consent, objection and waiver.
Article 18 statistics of voting results
If a meeting is held on site, the chairman of the meeting shall count the voting results after the voting of each proposal is completed and publish them on the spot, and the meeting recorder shall record the voting results on the record.
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 before the next working day after the end of the specified voting time limit.
Article 19 formation of resolutions
Except for the circumstances specified in Article 20 of these rules, if the board of directors deliberates and adopts the meeting proposal and forms relevant resolutions, more than half of all directors of the company must vote in favor of the proposal. Where laws, administrative regulations and the articles of association stipulate that the formation of a resolution by the board of directors should obtain the consent of more directors, such provisions shall prevail.
In accordance with the provisions of the articles of association, the board of directors shall make a resolution on the guarantee within its authority. Unless more than half of all directors of the company agree, it must also be approved by more than two-thirds of the directors present at the meeting.
In case of any contradiction between the contents and meanings of different resolutions, the later resolution shall prevail.
Article 20 withdrawal from voting
Under the following circumstances, the directors shall withdraw from voting on the relevant proposals:
(I) circumstances under which directors should withdraw as stipulated in the Listing Rules of Shenzhen Stock Exchange;
(II) circumstances that the directors themselves think should be avoided;
(III) other circumstances specified in the articles of association that must be avoided due to the connection between the directors and the enterprise involved in the meeting proposal.
In the case that the directors avoid voting, the relevant board meeting can be held when more than half of the unrelated directors are present, and the formation of a resolution must be passed by more than half of the unrelated directors. If the number of unrelated directors attending the meeting is less than three, they shall not vote on the relevant proposal, but shall submit the matter to the general meeting of shareholders for deliberation.
Article 21 No ultra vires
The board of directors shall act in strict accordance with the authorization of the general meeting of shareholders and the articles of association, and shall not form resolutions beyond its authority. The specific functions and powers of the board of directors stipulated in the company law shall be exercised collectively by the board of directors, and shall not be authorized to be exercised by others, and shall not be changed or deprived by means of the articles of association, resolutions of the general meeting of shareholders, etc. Where other functions and powers of the board of directors specified in the articles of association involve major businesses and matters, collective decision-making and approval shall be implemented, and a single or several directors shall not be authorized to make decisions alone.
Article 22 special provisions on profit distribution
If the board meeting needs to make a resolution on the company's profit distribution, it may first notify the certified public accountant of the distribution plan to be submitted to the board of directors for deliberation, and require him to issue a draft audit report accordingly (other financial data except those related to distribution have been determined). After making the distribution resolution, the board of directors shall require the certified public accountant to issue a formal audit report, and then the board of directors shall make a resolution on other related matters in the periodic report according to the formal audit report issued by the certified public accountant.
Article 23 handling of unsuccessful proposals
If the proposal is not adopted, the board meeting shall not consider the proposal with the same content within one month without significant changes in relevant conditions and factors.
Article 24 suspension of voting
When more than half of the directors or two or more independent directors attending the meeting believe that the proposal is not clear and specific, or they are unable to judge the relevant matters due to insufficient meeting materials and other reasons, the chairman of the meeting shall request the meeting to suspend the voting on the topic.
The directors who propose to suspend voting shall put forward clear requirements for the conditions that should be met when the proposal is submitted for review again. Article 25 recording of meetings
The board meeting held on site or by video, telephone, etc. can be recorded as needed.
Article 26 meeting minutes
The Secretary of the board of directors shall arrange the staff of the Secretariat of the board of directors to make records of the meetings of the board of directors. The minutes of the meeting shall include the following contents:
(I) session, time, place and method of the meeting;
(II) issuance of meeting notice;
(III) convener and moderator of the meeting;
(IV) attendance of directors in person and entrusted attendance;
(V) proposals considered at the meeting and the opinions of each director on relevant matters
