Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068)
Rules of procedure of the board of directors
Chapter I General Provisions
Article 1 in order to standardize the operation of the board of directors of Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) (hereinafter referred to as the “company”), improve the corporate governance structure, safeguard the legitimate rights and interests of the company and shareholders, and ensure the work efficiency and scientific decision-making of the board of directors, these rules are formulated in accordance with the relevant provisions of the company law of the people’s Republic of China and the Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the board of directors is a permanent business decision-making body elected by the general meeting of shareholders of the company and exercises the functions and powers conferred by the articles of association and the general meeting of shareholders. The board of directors is responsible to the general meeting of shareholders, reports its work to it, and accepts its leadership and restriction.
Article 3 the board of directors shall enjoy the functions and powers specified in the articles of association and other functions and powers conferred by the general meeting of shareholders.
Article 4 the board of directors is composed of 7-9 directors, and the members of the board of directors shall include at least one third of independent directors.
Article 5 the board of directors shall have one chairman. The chairman of the board of directors shall be elected by more than half of all directors. The board of directors shall have a secretary, who shall be nominated by the chairman and appointed by the board of directors.
The board of Directors consists of four special committees: strategy, audit, nomination, remuneration and assessment committee, all of which are composed of directors. The above-mentioned special committees shall formulate detailed rules for the implementation of their work, which shall take effect after being approved by the board of directors and announced. The audit, nomination, remuneration and assessment committee shall be composed of no less than three directors, of which independent directors shall account for more than half and act as the convener. The convener of the audit committee shall be an accounting professional.
Article 6 The term of office of directors, the chairman of the board of directors and the Secretary of the board of directors is three years, and they can be re elected upon expiration of their term of office. Before the expiration of his term of office, he may be removed by the general meeting of shareholders or the board of directors.
The term of office of the above-mentioned personnel shall be calculated from the end of the shareholders’ meeting or the board of directors to the expiration of the current term of office. Article 7 directors, the chairman of the board of directors and the Secretary of the board of directors may resign before the expiration of their term of office, but a written resignation report shall be submitted to the board of directors.
Chapter II directors
Article 8 on the basis of investigating and obtaining the documents and materials required for making decisions, the directors shall fully consider the legality and compliance of the matters under consideration, the impact (including potential impact) on the company and the existing risks, diligently perform their duties with normal and reasonable prudence, and express clear personal opinions on the matters under discussion. In case of doubt on the matters discussed, the board of directors shall take the initiative to investigate or request the board of directors to provide more sufficient materials or information for decision-making.
Article 9 the directors shall pay attention to the decision-making procedure of the matters considered by the board of directors, especially the proposal procedure, decision-making authority, voting procedure and withdrawal of relevant matters.
Article 10 directors shall attend the meeting of the board of directors in person. If they are unable to attend the meeting 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 waiver 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 11 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 times of not attending the board meeting in person for 12 consecutive months exceeds half of the total number of board meetings during that period.
Article 12 When deliberating the authorization proposal, the directors shall carefully judge the scope, legality, compliance, rationality and risk of authorization, and pay full attention to whether it exceeds the scope of authorization specified in the articles of association, the rules of procedure of the general meeting of shareholders and the rules of procedure of the board of directors, and whether there are significant risks in the authorized matters.
The directors shall continuously supervise the implementation of the authorized matters.
Article 13 When deliberating on major transactions, the directors shall understand the reasons for the transactions in detail, carefully evaluate the impact of the transactions on the company’s financial situation and long-term development, and pay special attention to whether there is any act of covering up the essence of related transactions and damaging the legitimate rights and interests of the company and minority shareholders by means of non related transactions. Article 14 when considering related party transactions, the directors shall make a clear judgment on the necessity, fairness, true intention and impact on the company of related party transactions, pay special attention to the pricing policy and basis of the transaction, including the fairness of the assessed value, the relationship between the transaction price of the transaction object and the book value or assessed value, strictly abide by the avoidance system of related directors, and prevent the use of related party transactions to regulate profits Transfer interests to related parties and damage the legitimate rights and interests of the company and minority shareholders.
Article 15 when considering major investment matters, the directors shall carefully analyze the feasibility and investment prospect of the investment project, and pay full attention to whether the investment project is related to the company’s main business, whether the capital source arrangement is reasonable, whether the investment risk is controllable and the impact of the matter on the company.
Article 16 before considering the external guarantee proposal, the directors shall actively understand the basic information of the guaranteed party, such as operation and financial status, credit status, tax payment, etc.
Article 17 when considering the proposal of external guarantee, the directors shall make a prudent judgment on the compliance and rationality of the guarantee, the ability of the guaranteed party to repay the debt and the effectiveness of counter guarantee measures. When considering the guarantee proposal for the company’s holding subsidiaries and joint-stock companies, the directors shall focus on whether the shareholders of the holding subsidiaries and joint-stock companies guarantee in the same proportion according to the equity ratio.
Article 18 when considering the proposal of withdrawing the provision for asset impairment, the directors shall pay attention to the formation process of the asset and the reasons for withdrawing the provision for impairment, whether the provision for asset impairment is in line with the actual situation of the company, whether the amount of the provision for impairment is sufficient, and the impact on the financial status and operating results of the company. When considering the proposal of asset write off, the directors shall pay attention to the effectiveness of the internal control system of tracking and urging and improvement measures, treatment of relevant responsible persons, provision for asset impairment and loss treatment.
Article 19 when considering proposals involving changes in accounting policies, changes in accounting estimates, correction of major accounting errors, etc., the directors shall pay attention to the rationality of the changes or corrections, the impact on the company’s regularly reported accounting data, whether retroactive adjustment is involved, whether it leads to changes in the nature of the company’s annual profits and losses, and whether there is any situation of using the profits of the above matters to mislead investors.
Article 20 before considering the proposal of providing external financial assistance, the directors shall actively understand the basic information of the funded party, such as operation and financial status, credit status, tax payment, etc. When considering the proposal of external financial assistance, the directors shall make a prudent judgment on the compliance and rationality of providing financial assistance, the repayment ability of the funded party and the effectiveness of guarantee measures.
Article 21 when considering providing financial assistance to holding subsidiaries (except holding subsidiaries within the scope of the company’s consolidated statements and with a shareholding ratio of more than 50%) and joint-stock companies, the directors shall pay attention to whether other shareholders of the funded object provide financial assistance according to the proportion of capital contribution and under the same conditions, whether there is any situation that directly or indirectly damages the interests of the company, and whether the company performs the examination and approval procedures and information disclosure obligations in accordance with the regulations.
Article 22 when considering the sale or transfer of trademarks, patents, know-how, franchise rights and other assets related to the company’s core competitiveness, the directors shall pay full attention to whether the matter damages the legitimate rights and interests of the company and minority shareholders, and shall express clear opinions on it. The aforesaid opinions shall be recorded in the minutes of the meeting of the board of directors.
Article 23 When deliberating on entrusted financial management, the directors shall pay full attention to whether the approval power of entrusted financial management is delegated to the directors or senior managers, whether the relevant risk control systems and measures are sound and effective, and whether the trustee’s integrity record, business status and financial status are good.
Article 24 when considering securities investment, venture capital and other matters, the directors shall pay full attention to whether the company has established a special internal control system, whether the investment risk is controllable and whether the risk control measures are effective, whether the investment scale affects the normal operation of the company, whether the source of funds is its own funds, and whether there are securities investment, venture capital and other situations in violation of the regulations.
Article 25 when considering the proposal on changing the purpose of raised funds, the directors shall pay full attention to the rationality and necessity of the change, and make prudent judgment after fully understanding the feasibility, investment prospect, expected income and other conditions of the changed project.
Article 26 when considering the acquisition and major asset reorganization of the company, the directors shall fully investigate the intention of the acquisition or reorganization, pay attention to the credit status and financial status of the acquirer or the reorganization counterparty, whether the transaction price is fair and reasonable, whether the acquisition or reorganization is in line with the overall interests of the company, and carefully evaluate the impact of the acquisition or reorganization on the financial status and long-term development of the company.
Article 27 the directors shall pay attention to the compliance and rationality of profit distribution when considering the plan of profit distribution and conversion of capital reserve into share capital, and whether the plan matches the total distributable profits, capital adequacy, growth and sustainable development of the company.
Article 28 when considering major financing proposals, the directors shall pay attention to whether the company meets the financing conditions, analyze the advantages and disadvantages of various financing methods in combination with the actual situation of the company, and reasonably determine the financing methods. If the proposal involves the non-public offering of shares to related parties, special attention shall be paid to the rationality of the issue price.
Article 29 when reviewing the periodic report, the directors shall carefully read the full text of the periodic report, focusing on whether the contents of the periodic report are true, accurate and complete, whether there are major preparation errors or omissions, whether the main accounting data and financial indicators fluctuate significantly, whether the explanation of the causes of the fluctuation is reasonable, and whether there are abnormalities, Whether the report of the board of directors comprehensively analyzes the company’s financial status and operating results during the reporting period, and fully discloses major events and uncertain factors that may affect the company’s future financial status and operating results.
The directors shall sign written confirmation opinions on whether the periodic report is true, accurate and complete according to law, and shall not entrust others to sign or refuse to sign for any reason.
If the directors cannot guarantee the authenticity, accuracy and completeness of the contents of the periodic report or have objections, they shall explain the specific reasons and make an announcement. The board of directors and the board of supervisors shall explain and announce the matters involved and their impact on the company.
Article 30 the directors shall strictly implement and urge the senior managers to implement the resolutions of the board of directors, the resolutions of the general meeting of shareholders and other relevant resolutions. If any of the following circumstances are found in the process of implementing the relevant resolutions, the directors shall timely report to the board of directors of the company and request the board of directors to take countermeasures:
(I) significant changes in the implementation environment and conditions, resulting in the failure or continued implementation of relevant resolutions, which may damage the interests of the company;
(II) the actual implementation is inconsistent with the content of relevant resolutions, or major risks are found in the implementation process; (III) there is a significant difference between the actual implementation progress and the relevant resolutions, and it is difficult to achieve the expected objectives. Chapter III board meeting system
Article 31 the meetings of the board of directors are divided into regular meetings and interim meetings, and the regular meetings shall be held at least twice a year; Regular meetings shall be notified to all directors in writing by personal delivery, mail, announcement, etc. ten days before the meeting, and interim meetings shall be notified to all directors in writing by personal delivery, mail, announcement, etc. five days before the meeting. 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 can be sent orally or by telephone at any time, but the convener shall make an explanation at the meeting. The convening notice shall record the time, place and topic of the meeting. If the content of an interim meeting is clear, it can be held by means of communication.
Article 32 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 days after receiving the proposal:
(I) when shareholders representing more than 10% of the voting rights propose;
(II) when more than one-third of the directors jointly propose;
(III) when proposed by the board of supervisors.
Article 33 the notice of the meeting of the board of directors shall include the following contents: date and place of the meeting; Duration of the meeting; Causes and topics; Date of notification.
Article 34 the meeting of the board of directors shall be presided over by the chairman. If the chairman is unable or fails to perform his duties, a director jointly recommended by more than half of the directors shall perform his duties.
Article 35 the meeting of the board of directors can be held only when more than half of the directors are present. The meeting of the board of directors shall be attended by the directors themselves; If a director is unable to attend for some reason, he may entrust another director in writing to attend on his behalf. The power of attorney shall specify the name of the agent, the matters of agency, the scope of authorization and the period of validity, and shall be signed or sealed by the principal. The directors attending the meeting on their behalf shall exercise the rights of directors within the scope of authorization. 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. If a director fails to attend the meeting of the board of directors or entrust other directors to attend on his behalf, he shall be deemed to have waived his voting right at the meeting. If independent directors cannot attend the meeting in person, they shall entrust other independent directors to attend the meeting on their behalf, and independent directors shall not accept the entrustment of other non independent directors.
A resolution made by the board of directors shall be adopted by more than half of all directors; When deliberating the company’s external guarantee proposal, it shall obtain the consent of more than two-thirds of the directors attending the meeting of the board of directors.
Each director shall have one vote and vote by open ballot or show of hands. On the premise of ensuring that the directors can fully express their opinions, the interim meeting of the board of directors can be held by telephone or fax and make resolutions, which shall be signed by the participating directors.
When the board of Directors considers related party transactions, related directors shall avoid voting and shall not exercise voting rights on behalf of other directors. The meeting of the board of directors can be held only when more than half of the non affiliated directors are present, and the resolutions made at the meeting of the board of directors must be adopted by more than half of the non affiliated directors. If the number of unrelated directors attending the board of directors is less than 3, the matter shall be submitted to the general meeting of shareholders for deliberation.
Article 36 the meeting of the board of directors shall be supervised by the board of supervisors, and the supervisors and senior managers of the company shall attend the board of directors as nonvoting delegates. When the moderator deems it necessary
