Shanghai Sk Automation Technology Co.Ltd(688155)
Rules of procedure of the board of directors
Chapter I General Provisions
Article 1 in order to improve and standardize the deliberation and decision-making procedures of the board of directors of Shanghai Sk Automation Technology Co.Ltd(688155) (hereinafter referred to as “the company”), improve the corporate governance structure, improve the work efficiency and scientific decision-making level of the board of directors, and ensure the smooth operation and management of the company, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) These rules of procedure are formulated in accordance with the standards for the governance of listed companies, the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “rules for the listing of shares”) and the Shanghai Sk Automation Technology Co.Ltd(688155) articles of Association (hereinafter referred to as the “articles of association”).
Chapter II composition and powers of the board of directors
Article 2 the board of directors is responsible to the general meeting of shareholders and is the decision-making body for the operation and management of the company; Safeguard the interests of the company and all shareholders, and be responsible for the decision-making of the company’s development strategy and major business activities within the authorization of the articles of association and the general meeting of shareholders.
Article 3 the board of directors of the company is composed of nine directors, with one chairman.
Article 4 directors shall be elected and replaced by the general meeting of shareholders. Each term of office is three years. Directors can be re elected upon expiration of their term of office. The director may be concurrently held by the general manager (CEO, the same below), chief technology officer (CTO, the same below), Secretary of the board of directors, deputy general manager, financial officer (CFO, the same below) or other senior managers, but the total number of directors holding the post of senior managers and directors held by employee representatives shall not exceed one-half of the total number of directors of the company. Before the expiration of a director’s term of office, the general meeting of shareholders shall not remove him without reason.
Article 5 the board of directors shall set up an office of the board of directors to handle the daily affairs of the board of directors. The Secretary of the board of directors shall also serve as the person in charge of the office of the board of directors and keep the seals of the board of directors and the office of the board of directors.
Article 6 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) within the scope authorized by the general meeting of shareholders, decide on the company’s foreign investment, acquisition and sale of assets, asset mortgage, entrusted financial management, related party transactions, external donations and other matters;
(IX) other guarantee matters to be considered by the general meeting of shareholders in addition to the provisions of the articles of Association;
(x) review and approve the transactions between the company and related natural persons with a transaction amount of more than 300000 yuan (except for providing guarantees), and review and approve the transactions between the company and related legal persons with a transaction amount of more than 0.1% of the company’s latest audited total assets or market value and more than 3 million yuan (except providing guarantees);
（11） Decide on the establishment of the company’s internal management organization;
（12） Appoint or dismiss the general manager and Secretary of the board of directors of the company, and decide on their remuneration, rewards and punishments; According to the nomination of the general manager, appoint or dismiss the company’s chief technical officer, deputy general manager, financial director and other senior managers, and decide on their remuneration, rewards and punishments;
（13） Formulate the basic management system of the company;
（14） Formulate the amendment plan of the articles of Association;
（15） Manage the information disclosure of the company;
（16） Propose to the general meeting of shareholders to hire or replace the accounting firm audited by the company;
（17） Listen to the work report of the general manager of the company and check the work of the general manager;
（18） Formulate the adjustment plan of the company’s profit distribution policy;
（19） Functions and powers conferred by the general meeting of shareholders, the articles of association or other laws and regulations of the company.
Article 7 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 needed. 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 8 where the transactions of the company (except the provision of guarantee) meet one of the following standards, they shall be deliberated and approved by the board of directors of the company:
(I) the total assets involved in the transaction (if there are book value and evaluation value at the same time, the higher one shall prevail) account for more than 10% of the total audited assets of the listed company in the latest period;
(II) the transaction amount of the transaction accounts for more than 10% of the market value of the company;
(III) the net assets of the subject matter of the transaction (such as equity) in the latest fiscal year account for more than 10% of the market value of the company;
(IV) the relevant operating income of the subject matter of the transaction (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 10 million yuan;
(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 exceeds 1 million yuan;
(VI) the related net profit of the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan.
(VII) other external guarantees except those stipulated in Article 42 of the articles of association shall be submitted to the general meeting of shareholders for deliberation;
Article 9 related party transactions with a transaction amount of more than 300000 yuan between the company and related natural persons (except the provision of guarantee); The related party transactions (except the provision of guarantee) between the company and related legal persons with a transaction amount of more than 3 million yuan and accounting for more than 0.1% of the company’s latest audited total assets or market value shall be considered by the board of directors.
If the transaction amount between the company and related parties (except for providing guarantee) accounts for more than 1% of the company’s total audited assets or market value in the latest period and exceeds 30 million yuan, it shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors.
The transactions stipulated in Article 10 of the related party transaction decision-making system between the company and related parties are exempted from consideration and disclosure in the form of related party transactions. If the stock exchange recognizes the transactions between the company and related parties as related party transactions according to the principle of substance over form, the company shall perform the disclosure obligations and review procedures in accordance with the above provisions.
Article 10 if the transaction fails to meet the deliberation standards of the board of directors and the general meeting of shareholders specified in the preceding paragraph, it shall be approved and decided by the chairman of the board of directors under the condition of meeting the Listing Rules of Shanghai Stock Exchange or relevant laws and regulations.
The chairman of the board of directors may authorize the general manager to approve some transactions within the scope of authority. For the specific scope of authorization, see the working rules of the general manager of the company
Article 11 the transaction amount in the above indicators refers to the transaction amount paid, debts and expenses borne, etc. If the transaction arrangement involves the consideration that may be paid or received in the future, does not involve the specific amount or the amount determined according to the set conditions, the expected maximum amount is the transaction amount.
Article 12 the market value mentioned in these Rules refers to the arithmetic mean of the closing market value of the 10 trading days before the transaction.
Where a company conducts transactions by stages, the provisions of these Rules shall apply on the basis of the total amount of transactions.
When the company and the same trading party conduct transactions of the same category and in the opposite direction specified in these rules at the same time, the one-way amount shall be calculated.
Unless otherwise specified in the provision of guarantee, entrusted financial management and other matters, when the company conducts transactions of the same category and related to the subject matter specified in these rules, the provisions of these Rules shall be applied in accordance with the principle of cumulative calculation for 12 consecutive months. Those who have fulfilled their obligations in accordance with these rules will not be included in the relevant cumulative calculation scope.
If the company has a transaction of “purchase or sale of assets”, regardless of whether the subject matter of the transaction is related or not, if the total amount of assets involved or the transaction amount exceeds 10% of the company’s latest audited total assets within 12 consecutive months, it shall be submitted to the board of directors for deliberation and approval; If the total assets or transaction amount involved exceeds 30% of the company’s total assets audited in the latest period within 12 consecutive months, it shall also be submitted to the general meeting of shareholders for deliberation after the deliberation and approval of the board of directors. If the mortgage of major assets of the company involves a specific amount, the provisions of Article 8 of these Rules shall apply mutatis mutandis.
Article 13 in addition to the external guarantees that should be approved by the general meeting of shareholders of the company, the board of directors is responsible for approving other external guarantees of the company and its holding subsidiaries, and the approval power shall not be entrusted to the chairman, general manager and other departments or individuals.
Article 14 Where the scope of the company’s consolidated statements is changed due to the equity transaction of the company, the relevant financial indicators of the company corresponding to the equity shall be taken as the calculation basis, and Article 8 shall apply. If the aforesaid equity transaction does not lead to any change in the scope of the consolidated statements, the relevant financial indicators shall be calculated according to the change proportion of the equity held by the company, and Article 8 shall apply.
Article 15 Where the company directly or indirectly waives the preemptive right of equity transfer or capital increase of a holding subsidiary, resulting in the subsidiary no longer being included in the consolidated statements, it shall be regarded as selling equity assets, and the relevant financial indicators of the company corresponding to the equity shall be used as the calculation basis, and Article 8 shall apply. The company’s partial waiver of the preemptive transfer right or capital increase right of the equity of the holding subsidiary or participating subsidiary does not lead to the change of the scope of the consolidated statements, but the shareholding proportion of the company decreases, the relevant financial indicators shall be calculated according to the change proportion of the equity held by the company, and Article 8 shall apply. Where the company waives or partially waives the usufruct of its subordinate non corporate entities, the provisions of the preceding paragraph shall apply mutatis mutandis.
Article 16 Where the company provides financial assistance, the transaction amount shall be taken as the transaction amount, and item (II) of Article 8 of these Rules shall apply.
Article 17 If the company has entrusted financial management for 12 consecutive months, the maximum balance in that period shall be the transaction volume, and item (II) of Article 8 of these Rules shall apply.
Article 18 Where a company has a transaction of leased assets or assets under entrusted management, it shall be calculated on the basis of rent or income, and Article 8 of these Rules shall apply. Where a company leases assets or entrusts others to manage assets, Article 8 of these Rules shall apply on the basis of total assets, rental income or management fee. If the scope of the company’s consolidated statements is changed due to the entrusted operation, leasing in assets or entrusting others to manage or lease out assets, it shall be deemed to have purchased or sold assets.
Chapter III proposal and notice of board meeting
Article 19 the meetings of the board of directors are divided into regular meetings and interim meetings. Regular meetings shall be held at least once a year in the first two and a half years, and interim Board meetings may be held as needed.
Article 20 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 shall solicit the opinions of the general manager and other senior managers as necessary before formulating a proposal.
The chairman of the board, the directors, the general manager and other senior managers who have been consulted shall strictly perform the obligation of confidentiality for the inside information.
Article 21 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 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 22 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 or the request of the securities regulatory authority.
Article 23 when convening regular and interim meetings of the board of directors, the office of the board of directors shall submit the written notice of the meeting stamped with the seal of the office of the board of directors to all directors and supervisors, managers and secretaries of the board of directors by direct delivery, fax, e-mail or other means 10 and 2 days in advance. If it is not delivered directly, it shall also be confirmed by telephone and recorded accordingly.
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 24 the notice of the meeting shall at least include the following contents:
(I) date and place of the meeting;
(II) time limit and convening method of the meeting;
(III) reasons and topics;
(IV) date of notice;
(V) the convener and moderator of the meeting, the proposer of the interim meeting and their written proposals;
(VI) meeting materials necessary for directors’ voting;
(VII) the requirement that directors should attend the meeting in person or entrust other directors to attend the meeting on their behalf;
(VIII) contact person and contact information.
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.
Article 25 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 three days before the originally scheduled meeting to explain the situation and the relevant contents and materials of the new proposal. If it is less than three days, the date of the meeting shall be
