Shenzhen Cotran New Material Co.Ltd(300731) rules of procedure of the board of directors
April 2022
catalogue
Chapter I General Provisions Chapter II convening and proposal of the board meeting Chapter III rules and records of board meetings Chapter IV Implementation of resolutions of the board of directors 14 Chapter V Supplementary Provisions fifteen
Shenzhen Cotran New Material Co.Ltd(300731)
Rules of procedure of the board of directors
Chapter I General Provisions
Article 1 in order to improve the corporate governance structure and ensure that the board of directors exercises its decision-making power legally, scientifically, standardized and efficiently, according to the company law of the people’s Republic of China and the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) These rules of procedure are hereby formulated in accordance with relevant laws, regulations and normative documents such as the standards for the governance of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, and the provisions of Shenzhen Cotran New Material Co.Ltd(300731) articles of Association (hereinafter referred to as the articles of association).
Article 2 the board of directors is the decision-making body of the company, which is responsible for the general meeting of shareholders and exercises the functions and powers conferred by laws, regulations, rules, the articles of association and the general meeting of shareholders.
Article 3 the members of the board of directors shall jointly exercise the functions and powers of the board of directors, and shall not authorize others to exercise them, and shall not change or deprive them by means of the articles of association, resolutions of the general meeting of shareholders, etc. Other functions and powers of the board of directors stipulated in the articles of association shall be subject to collective decision-making and approval for those involving major businesses and matters, and shall not authorize a single or several directors to make decisions alone. The board of directors enjoys and undertakes the rights and obligations stipulated in laws, regulations, rules and the articles of association, and independently performs its commitments to the company, shareholders, the public and regulatory authorities.
Article 4 the board of directors is composed of 7 directors, including 3 independent directors. 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. 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 5 the board of directors shall set up the office of the board of directors to handle the daily affairs of the board of directors. The Secretary of the board of directors also serves as the head of the office of the board of directors. The Secretary of the board of directors assists the chairman in dealing with the daily work of the board of directors and performs the duties specified in laws, regulations, rules, relevant rules of Shenzhen Stock Exchange, articles of Association and other normative documents.
Chapter II convening and proposal of the board meeting
Article 6 the meetings of the board of directors are divided into regular meetings and interim meetings. The board of directors shall hold regular meetings at least once a year in the previous two and a half years.
Article 7 before issuing the notice of convening the regular meeting of the board of directors, the office 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. The chairman of the board of directors may, as necessary, seek the opinions of the general manager, deputy general managers and other senior managers before drawing up a proposal.
Article 8 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) other circumstances stipulated by laws, administrative regulations and the articles of association.
Article 9 Where an interim meeting of the board of directors is proposed 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 office of the board of directors or directly. 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) clear and 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.
After receiving the above written proposals and relevant materials, the office 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.
Article 10 when convening regular and interim meetings of the board of directors, the office of the board of directors shall submit the notice of the meeting to all directors and supervisors in writing (including personal delivery, e-mail, e-mail, fax, etc.) 10 and 2 days in advance.
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.
Article 11 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.
The proposal of the board meeting shall be sent to the directors and relevant participants together with the notice of the meeting.
If the meeting notice is sent by a specially assigned person, the person to be served shall sign (or seal) on the service receipt, and the date signed by the person to be served shall be the date of service; If the company’s notice is sent by mail, the 5th working day from the date of delivery to the post office shall be the date of delivery; If the company’s notice is sent by e-mail, the date of delivery shall be the date of sending the e-mail; If the company’s notice is sent by fax, the date on the transmission completion report output by the company’s fax shall be the date of service.
If it is not delivered by hand, it shall also be confirmed by telephone and recorded accordingly.
Article 12 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 3 days before the original date of the meeting to explain the situation, the relevant contents and relevant materials of the new proposal. If it is less than 3 days, the date of the meeting shall be postponed accordingly or the meeting shall be held on schedule after obtaining the approval of all directors attending the meeting.
After the notice of the interim 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 proposal of the meeting, it shall obtain the approval of all directors attending the meeting in advance and make corresponding records.
Article 13 the meeting of the board of directors can be held only when more than half of the directors are present.
Article 14 the voting method of the resolution of the board of directors is: open ballot.
Article 15 on the premise of ensuring that the directors can fully express their opinions, the interim meeting of the board of directors can be held in writing (including sending meeting materials by hand, mail, fax and e-mail), teleconference (or with the help of similar communication equipment) instead of on-site meeting.
The Secretary of the board of directors shall make a resolution of the board of directors after the meeting, which shall be signed by the directors attending the meeting.
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) draw up plans for major acquisition of the company, acquisition of the company’s shares or merger, division, dissolution and change of company form due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 24 of the articles of Association;
(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, external donation and other matters;
(IX) decide on the establishment of the company’s internal management organization;
(x) appoint or dismiss the general manager, 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, 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 general manager;
（16） Make a resolution on the company’s acquisition of the company’s shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 24 of the articles of Association;
（17） Appoint and remove the person in charge and members of the special committee of the board of directors;
（18） Other functions and powers granted by laws, administrative regulations, departmental rules or the articles of association.
The resolutions of the board of directors in the preceding paragraph shall be adopted by more than half of all directors, except that items (VI), (VII), (12) and (16) must be voted by more than two-thirds of the directors.
Matters beyond the scope authorized by the general meeting of shareholders shall be submitted to the general meeting of shareholders for deliberation.
Article 17 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.
Unless otherwise provided by laws and regulations, normative documents or the articles of association, transactions (except guarantee, financial assistance and related party transactions) of the company that meet one of the following standards shall be reviewed and approved by the board of directors and disclosed in time:
(I) the total assets involved in the transaction account for more than 10% of the company’s total assets audited in the latest period; However, if the total assets involved in the transaction account for more than 50% of the company’s total assets audited in the latest period, it shall also be submitted to the general meeting of shareholders for deliberation; If the total assets involved in the transaction have both book value and evaluation value, the higher one shall be taken as the calculation data;
(II) 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 RMB 10 million; However, if the relevant operating income of the transaction object (such as equity) accounts for more than 50% of the audited operating income of the company in the latest fiscal year, and the absolute amount exceeds RMB 50 million, it shall also be submitted to the general meeting of shareholders for deliberation;
(III) the related net profit of the transaction object (such as equity) in the latest accounting year accounts for more than 10% of the audited net profit of the company in the latest accounting year, and the absolute amount exceeds RMB 1 million; However, if the net profit related to the transaction object (such as equity) accounts for more than 50% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds RMB 5 million, it shall also be submitted to the general meeting of shareholders for deliberation;
(IV) the transaction amount (including debts and expenses) of the transaction accounts for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds RMB 10 million; However, if the transaction amount (including debts and expenses) accounts for more than 50% of the company’s latest audited net assets and the absolute amount exceeds RMB 50 million, it shall also be submitted to the general meeting of shareholders for deliberation;
(V) 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 RMB 1 million; However, if the profit generated from the transaction accounts for more than 50% of the audited net profit of the company in the latest fiscal year and the absolute amount exceeds RMB 5 million, it shall also be submitted to the general meeting of shareholders for deliberation;
If the data involved in the above index calculation is negative, take its absolute value for calculation.
The board of directors has the right to review the guarantee provided by the company; The guarantee matters that meet the standards specified in paragraph 2 of Article 42 of the articles of Association (except related party transactions) shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors.
The board of directors has the right to review the financial assistance provided by the company; Financial assistance matters (except related party transactions) that meet the standards specified in Article 43 of the articles of association shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors.
The board of directors has the right to review the related party transactions between the company and related natural persons with a transaction amount of more than 300000 yuan, and the 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; For the company’s related party transactions that meet the standards for related party transactions that must be submitted to the general meeting of shareholders for deliberation and approval (except the provision of guarantee), they shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors. This article stipulates that matters within the decision-making authority of the board of directors, such as laws, administrative regulations, departmental rules, normative documents and regulations of regulatory authorities, shall be submitted to the general meeting of shareholders for deliberation and approval, and shall be implemented in accordance with relevant regulations.
Unless otherwise specified by the regulatory authority, the transactions between the company and its holding subsidiaries within the scope of merger or between the above holding subsidiaries are exempted from performing the corresponding procedures in accordance with the provisions of this article.
Article 18 the statutory functions and powers of the board of directors 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, they shall make collective decisions, and shall not authorize a single or part of the directors to make decisions alone.
If the board of directors authorizes the members of the board of directors to exercise some functions and powers other than those specified in the preceding two paragraphs when the board of directors is not in session, the principles and specific contents of authorization shall be clearly specified in the articles of association.
Article 19 the company establishes four special committees under the board of directors: Strategy Committee, audit committee, remuneration and assessment committee and Nomination Committee. senior specialist in the government
