Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556)
Rules of procedure of the board of directors
Chapter I General Provisions
Article 1 in order to ensure the work efficiency and scientific decision-making of the board of directors, clarify the responsibilities and authorities of the board of directors, standardize the internal organization and operation procedures of the board of directors, and give full play to the central role of the board of directors in business decision-making, Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) (hereinafter referred to as "the company") in accordance with the company law of the people's Republic of China (hereinafter referred to as "the company law"), the guidelines for the governance of listed companies and other laws and administrative regulations These rules of procedure are formulated in accordance with the provisions of the departmental rules and the Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) articles of Association (hereinafter referred to as the "articles of association").
Article 2 the board of directors is the company's permanent body, the company's business decision-making and business leading body, and the executive body of the resolutions of the general meeting of shareholders. It is responsible for the general meeting of shareholders, elected by the general meeting of shareholders, and exercises its functions and powers in accordance with the provisions of the articles of association.
Chapter II directors
Article 3 the directors of the company are natural persons. Directors are not required to hold shares in the company. The directors of the company include independent directors.
The person who is prohibited from serving as a director under the provisions of Article 146 of the China Securities Regulatory Commission shall not be allowed to enter the market, and the person who has not been determined by the China Securities Regulatory Commission as a prohibited person under the provisions of Article 146 of the China Securities Regulatory Commission.
Article 5 directors shall be elected or replaced by the general meeting of shareholders for a term of three years. A director may be re elected upon expiration of his term of office. The term of office of independent directors is the same as that of other directors of the company. Upon expiration of the term of office, they can be re elected, but the term of re-election shall not exceed 6 years. Before the expiration of a director's term of office, the general meeting of shareholders shall not remove him without reason. 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.
The director may be concurrently held by the general manager or other senior managers, but the total number of directors concurrently holding the general manager or other senior managers shall not exceed 1 / 2 of the total number of directors of the company.
Article 6 directors shall abide by laws, administrative regulations, departmental rules and the articles of association, faithfully perform their duties and safeguard the interests of the company. When its own interests conflict with the interests of the company and shareholders, it shall take the best interests of the company and shareholders as the code of conduct, and ensure that:
(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 assets 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 in laws, administrative regulations, departmental rules and the articles of association. 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 7 the directors shall abide by the laws, administrative regulations and the articles of association, and bear the following obligations of diligence to the company: (I) they shall exercise the rights conferred by the company carefully, seriously and diligently, so as 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 in laws, administrative regulations, departmental rules and the articles of association. Article 8 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 9 directors shall attend the meeting of the board of directors in person. If they are unable to attend the meeting of the board of directors in person for some reason, they shall carefully select and entrust other directors in writing to attend the meeting on their behalf. Independent directors shall not entrust non independent directors to attend the meeting on their behalf. If voting matters are involved, the trustor shall clearly express his consent, objection or abstention on each matter in the power of attorney. The directors shall not make or accept the entrustment without voting intention, discretionary entrustment or entrustment with unclear scope of authorization. Directors' responsibilities for voting matters shall not be exempted by entrusting other directors to attend. A director shall not accept the entrustment of more than two directors to attend the meeting on his behalf at a meeting of the board of directors. When considering related party transactions, non related directors shall not entrust related directors to attend the meeting on their behalf.
Article 10 under any of the following circumstances, the directors shall make a written explanation and disclose to the public:
(I) fail to attend the board meeting in person for two consecutive times;
(II) during the term of office, the number of meetings of the board of directors not attended in person for 12 consecutive months exceeds 1 / 2 of the total number of meetings of the board of directors during that period.
Article 11 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 shall disclose relevant information within two days.
Article 12 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.
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 13 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 the end of his term of office and shall remain valid for 5 years after the end of his term of office. His obligation to keep the company's trade secrets confidential 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, as well as the circumstances and conditions under which the relationship with the company ends.
Article 14 a director whose term of office has not ended shall be liable for compensation for the losses of the company caused by his unauthorized resignation.
Chapter III board of directors
Article 15 the board of directors of the company is composed of 9 directors, including 3 independent directors and 1 Chairman.
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 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) formulate plans for the company's major acquisition, acquisition of the company's shares or merger, division, dissolution and change of the company's 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 and other matters;
(IX) decide on the establishment of the company's internal management organization;
(x) decide to appoint or dismiss the general manager and the Secretary of the board of directors of the company; According to the nomination of the general manager, decide to appoint or dismiss the company's deputy managers, financial principals and other senior managers, and decide on their 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 manager;
（16） Other functions and powers granted by laws, administrative regulations, departmental rules or the articles of association.
The board of directors of the company shall set up an audit committee, and set up relevant special committees such as strategy, nomination, remuneration and assessment as required. The special committee shall be responsible to the board of directors and perform its duties in accordance with the articles of association and the authorization of the board of directors. The proposal shall be submitted to the board of directors for deliberation and decision. The members of the special committee are all composed of directors, in which independent directors account for the majority of the audit committee, nomination committee and remuneration and assessment committee, and act as the convener. The convener of the audit committee is an accounting professional. The board of directors is responsible for formulating the working procedures of the special committee and standardizing the operation of the special committee.
Article 17 the decision-making authority of the board of directors involving foreign investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management and related party transactions of the company shall be implemented with reference to the measures for the administration of Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) major decisions of the company. Major investment projects shall be reviewed by relevant experts and professionals and reported to the general meeting of shareholders for approval.
Article 18 the board of directors of the company shall explain the non-standard and unqualified audit report issued by the certified public accountant on the company's financial report to the general meeting of shareholders.
The non-standard unqualified audit opinion mentioned in the preceding paragraph refers to other types of audit opinions issued by certified public accountants other than standard unqualified opinions, including unqualified opinions with explanatory notes, qualified opinions (including qualified opinions with explanatory notes), unable to express opinions and negative opinions.
Chapter IV Chairman
Article 19 the chairman of the Board shall be concurrently held by the directors of the company and shall be elected and removed by more than half of all directors. Article 20 the chairman of the board of directors 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) sign the company's shares, corporate bonds and other securities;
(IV) sign important documents of the board of directors and other documents signed by the legal representative of the company;
(V) exercise the functions and powers of the legal representative;
(VI) 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; (VII) other functions and powers authorized by the board of directors.
Article 21 if the chairman of the board is unable or fails to perform his functions and powers, a director jointly recommended by more than half of the directors shall perform his functions and powers.
Chapter V convening and notification of the board of directors
Article 22 the board of directors shall hold at least two meetings each year, which shall be convened by the chairman and notified to all directors in writing 10 days before the meeting is held.
Article 23 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 working days:
(I) proposed by shareholders representing more than 1 / 10 of the voting rights;
(II) when more than 1 / 3 of the directors jointly propose;
(III) when proposed by the board of supervisors;
(IV) other circumstances stipulated in the articles of association of the company.
Article 24 If the board of directors convenes an interim meeting of the board of directors, it may notify all directors 5 days before the meeting by written delivery, mail delivery or other means of communication. With the consent of all directors, it can be notified at any time.
Article 25 the notice of the board meeting shall include the following contents:
(I) date and place of the meeting;
(II) duration of the meeting;
(III) reasons and topics;
(IV) date of notice.
Chapter VI board meeting
Article 26 in addition to the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association, the acquisition of shares of the company shall be attended by more than two-thirds of the directors, and the other meetings of the board of directors shall be held only when more than half of the directors are present.
Article 27 the meetings of the board of directors are divided into regular meetings and interim meetings.
Article 28 the resolution of the board of directors shall be voted in writing.
The board of directors can sign and express their opinions in the interim meeting on the premise that the board of directors can fully participate in the meeting.
Article 29 the board of directors shall adopt one vote for one matter, and each director shall have one vote. Voting is divided into affirmative, negative or abstention. Generally, you cannot abstain. If you abstain, you should fully explain the reasons.
Article 30 the resolution of the board of directors must be adopted by more than half of all directors.
Article 31 on the premise that the directors can fully express their opinions, the interim meeting of the board of directors can be held by means of communication and make resolutions, which shall be signed by the participating directors.
Article 32 the board of directors shall give full consideration to the amount, price (or valuation method), book value of assets, impact on the company, examination and approval, etc. when considering proposals involving investment, property disposal, acquisition and merger.
Article 33 when considering matters involving capital increase, capital reduction and merger, the board of directors shall fully consider the impact of the matters discussed on the company and shareholders, and make resolutions on methods, prices, quantities and procedures one by one. Article 34 when considering the proposal to amend the articles of association, the board of directors shall fully consider the reasons for amending the articles of association and the possible changes in relevant systems, and ensure that the amendment to the articles of association is consistent with laws, administrative regulations and departmental rules.
Article 35 after the board of directors deliberates and adopts the annual report, it shall
