Hunan Aihua Group Co.Ltd(603989)
Rules of procedure of the board of directors
Chapter I General Provisions
Article 1 in order to further standardize the discussion methods and decision-making procedures of the board of directors of Hunan Aihua Group Co.Ltd(603989) (hereinafter referred to as the “company”), promote the directors and the board of directors to effectively perform their duties, and improve the standard operation and scientific decision-making level 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”) and the stock listing rules of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”) These rules are formulated in accordance with the provisions of laws, regulations and normative documents such as the guidelines for self regulatory supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation and the Hunan Aihua Group Co.Ltd(603989) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the company shall establish a board of directors according to law. The members of the board of directors are elected by the general meeting of shareholders. Entrusted by the general meeting of shareholders, they are responsible for the operation and management of the company’s corporate property. They are the permanent organization for the company’s business decision-making and the executive organization of the resolutions of the general meeting of shareholders. They are responsible for and report to the general meeting of shareholders.
When deliberating proposals and deciding matters, the board of directors shall give full consideration to safeguarding the interests of shareholders and the company and act in strict accordance with the law. Article 3 the board of directors shall set up an office under the board of directors to handle the daily affairs of the board of directors. The Secretary of the board of directors is in charge of the office of the board of directors and keeps the seal of the board of directors.
Chapter II composition of the board of directors
Article 4 the board of Directors consists of seven directors, including one chairman and three independent directors. Independent directors include at least one accounting professional (accounting professional refers to the person with senior professional title or certified public accountant qualification). In addition, the board of directors should have a reasonable professional structure, and the members of the board of directors should have the necessary knowledge, skills and quality to perform their duties.
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.
Article 6 the chairman of the board of directors of the company shall be elected or removed by more than half of all directors. The term of office of the chairman is 3 years and can be re elected. Before the expiration of the chairman’s term of office, the board of directors shall not remove him without reason.
Chapter III directors
Article 7 the directors of the company are natural persons. The directors of the company include independent directors. Under any of the following circumstances, they cannot serve as directors 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) the market entry prohibition measures taken by the CSRC not to serve as directors, supervisors and senior managers of listed companies have not expired;
(VII) being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of the listed company, and the term has not expired;
(VIII) being subject to administrative punishment by the CSRC within the last 36 months;
(IX) being publicly condemned by the stock exchange or being criticized in more than two circulars in the last 36 months;
(x) other contents stipulated by laws, administrative regulations or departmental rules.
If a director is elected or appointed in violation of the provisions of this article, the election, appointment or employment shall be invalid. The company has the right to remove a director from his post in case of any circumstance under this article during his term of office.
Article 8 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 general meeting of shareholders shall elect directors and implement the cumulative voting system. Cumulative voting system means that when the general meeting of shareholders elects directors, each share has the same voting rights as the number of directors to be elected, and the voting rights owned by shareholders can be used centrally.
The date of taking office of the director is the date when the resolution on election is adopted by the general meeting of shareholders. The term of office of the director is 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 in accordance with laws, administrative regulations, departmental rules and the articles of association before the re elected director takes office.
Directors may be held by the general manager, other senior managers and employee representatives, but the total number of directors held by the general manager, other senior managers and employee representatives shall not exceed 1 / 2 of the total number of directors of the company.
The term of office of the directors newly elected or by elected during each term of office shall be the remaining term of office of the current board of directors, that is, from the date when the general meeting of shareholders approves the nomination of directors to the date of the general meeting of shareholders to elect directors after the expiration of the term of office of the current board of directors.
Article 9 the candidates for directors shall make a written commitment before the general meeting of shareholders, agree to accept the nomination, promise that the information of the candidates for directors publicly disclosed is true and complete, and ensure the effective performance of the duties of directors after being elected.
The candidate shall have enough detailed information before the shareholders’ meeting is held.
Article 10 shareholders, the board of directors and the board of supervisors who individually or jointly hold more than 1% of the shares of the company may put forward proposals on candidates for independent directors to the general meeting of shareholders.
Article 11 directors have the following rights:
(I) attend the meeting of the board of directors and exercise voting rights;
(II) acting on behalf of the company in accordance with the articles of association or the board of directors;
(III) handle the company’s business in accordance with the provisions of the articles of association or entrusted by the board of directors;
(IV) the directors shall exercise the rights conferred by the company carefully, seriously and diligently to ensure that:
1. The business behavior of the company meets the requirements of national laws, regulations and relevant national economic policies;
2. Treat all shareholders fairly;
3. Carefully read the company’s business and financial reports and timely understand the company’s business operation and management;
4. Personally exercise the management and disposal rights of the company legally granted, and shall not be manipulated by others; Without the permission of laws and regulations or the informed approval of the general meeting of shareholders, it shall not delegate its disposal right to others;
5. The board of supervisors shall accept its legal duties and reasonable suggestions.
Article 12 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 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 13 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 shall 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 14 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.
Article 15 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. If the proportion of independent directors in the board of directors of the company is lower than the minimum requirements specified in the articles of association due to the resignation of independent directors, the independent directors shall still perform their duties in accordance with laws, administrative regulations and the articles of association before the re elected independent directors take office. The original nominee of the independent director or the board of directors of the listed company shall nominate new independent director candidates within 90 days from the date of resignation of the independent director.
Article 16 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 obligations to the company and shareholders shall not be automatically relieved within a reasonable period after his resignation report has not taken effect or taken effect, and within a reasonable period after the end of his term of office, and shall remain valid for one year. 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.
When the individual director or other enterprise he works for has a direct or indirect relationship with the existing or planned contracts, transactions and arrangements of the company (except for the employment contract), no matter whether the relevant matters generally require the approval of the board of directors, he shall disclose the nature and degree of his relationship to the board of directors as soon as possible. Directors with the above-mentioned related relationship shall voluntarily withdraw when the board meeting is held; Other informed directors are also obliged to require the related director to withdraw when the related director does not take the initiative to withdraw.
After the withdrawal of affiliated directors, the board of directors shall vote on the matter without counting them into the quorum. Unless the related directors make disclosure to the board of directors in accordance with the requirements of the preceding paragraph, and the board of Directors approves the matter at the meeting where they are not included in the quorum and the director does not participate in the voting, the company has the right to cancel the contract, transaction or arrangement, except when the other party is a bona fide third party.
Article 17 without the provisions of the articles of association or the legal authorization of the board of directors, no director shall act on behalf of the company or the board of directors in his own name. 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 18 Where a director violates the provisions of laws, administrative regulations, departmental rules or the articles of association when performing his duties and causes losses to the company, he shall be liable for compensation.
The directors shall not disclose inside information, conduct insider trading or suggest others to buy and sell the company’s shares or cooperate with others to manipulate the trading price of the company’s shares.
Chapter IV functions and powers of the board of directors
Article 19 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) 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 establishment of the company’s internal management organization;
(IX) decide to appoint or dismiss the general manager, the Secretary of the board of directors and other senior managers of the company according to the nomination of the chairman of the board, and decide on their remuneration, rewards and punishments; According to the nomination of the general manager, appoint or dismiss the deputy general manager, financial director and other senior managers of the company, and decide on their remuneration, rewards and punishments;
(x) formulate the basic management system of the company;
（11） Within the scope authorized by the general meeting of shareholders, decide on the company’s external investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, related party transactions, external donation and other matters;
（12） Formulate the company’s financing plan and approve the company’s credit granting matters;
（13） Formulate the amendment plan of the articles of Association;
（14） Manage the information disclosure of the company;
（15） Propose to the general meeting of shareholders to hire or replace the accounting firm audited by the company;
（16） Listen to the work report of the general manager of the company and check the work of the general manager;
（17） Formulate and implement the company’s equity incentive plan;
（18） To decide on the acquisition of shares of the company due to the circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of Association;
（19） Decide to reduce the repurchased shares by means of centralized bidding trading;
（20） The directors, supervisors and senior managers have the legal obligation to maintain the safety of the company’s funds. When the directors and senior managers of the company assist and connive at the controlling shareholders and their affiliated enterprises to seize the company’s assets, the board of directors shall punish and be liable to the person directly responsible according to the seriousness of the circumstances
