Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Rules of procedure of the board of directors
(revised in 2022)
Article 1 Purpose
In order to protect the rights and interests of the company and shareholders, standardize the behavior of directors, straighten out the company's management system, clarify the responsibilities and authorities of the board of directors, establish a standardized organizational structure and operating procedures of the board of directors, and ensure the efficient and orderly operation of the company's business decisions, in accordance with the company law of the people's Republic of China, relevant national laws and regulations, relevant business rules of Shenzhen Stock Exchange and relevant provisions of the articles of association, Formulate the rules of procedure of Sichuan Kelun Pharmaceutical Co.Ltd(002422) board of directors (hereinafter referred to as "the rules").
Article 2 effectiveness
These Rules shall become a binding legal document regulating the convening, convening, deliberation and voting procedures of the board of directors of the company from the date of entry into force.
Article 3 qualification
Directors are natural persons and do not need to hold shares in the company. However, the following persons shall not serve as directors:
(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 general 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(IV) having served as the legal representative of a company or enterprise whose business license has been revoked or ordered to close down due to violation of law, and having personal responsibility, less than 3 years have elapsed since the date of revocation of the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) being prohibited from serving as a director of a listed company by the CSRC, and the term has not expired;
(VII) it is publicly recognized by the stock exchange that it is not suitable to serve as a director of a listed company, and the term has not expired; (VIII) other contents stipulated by laws, administrative regulations or departmental rules.
If a director candidate is under any of the following circumstances, the company shall disclose the specific circumstances of the candidate, the reasons for the proposed employment of the candidate and whether it will affect the standardized operation of the company:
(I) being subject to administrative punishment by the CSRC within the last 36 months;
(II) being publicly denounced by the stock exchange or being criticized in more than three circulars within the last 36 months; (III) being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations, and there is no clear conclusion;
(IV) being publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market, or being included in the list of dishonest Executees by the people's court.
During the above-mentioned period, the deadline shall be the date when the board of directors, the general meeting of shareholders and other competent institutions of the company deliberate the proposal on the appointment of director candidates.
If a director is elected or appointed in violation of the provisions of this article, the election, appointment or employment shall be invalid. In case of any circumstance under this article during the term of office of a director, the company shall remove him from his post. Relevant directors shall be dismissed but still not removed. If they attend the meeting of the board of directors and vote, their vote shall be invalid.
Article 4 nomination
Unless otherwise specified in these rules, when the board of directors is changed, the candidates for new directors shall be nominated by the original board of directors; When the position of the board of directors is vacant due to non general reasons such as resignation, retirement, death, incapacity or removal by the general meeting of shareholders, the candidate for successor director shall be nominated by the current board of directors.
Shareholders who hold or jointly hold more than 3% of the total voting shares of the company have the right to nominate new candidates for directors (except independent directors) to the company.
However, candidates for independent directors shall be implemented in accordance with laws, administrative regulations, departmental rules, other normative documents and relevant business rules of Shenzhen Stock Exchange.
Candidates for directors must make a written commitment before the notice and announcement of the general meeting of shareholders, agree to accept the nomination, promise that the candidate information publicly disclosed is true, accurate and complete, and ensure that they will earnestly perform their duties as directors after being elected.
Article 5 election
Directors shall be elected and replaced by the general meeting of shareholders.
The ordinary resolution of the general meeting of shareholders shall apply to the election of directors by the company, that is, it shall be adopted by more than 1 / 2 of the voting rights held by the shareholders (including shareholders' agents) attending the general meeting of shareholders.
When the general meeting of shareholders votes on the election of more than two directors, the cumulative voting system shall be adopted in accordance with the provisions of the articles of association.
Article 6 term of office
The term of office of the director is three years from the date of taking office to the expiration of the term of office.. Upon expiration of the term of office, a director may be re elected.
Article 7 rights of directors
The directors of the company have the following rights:
(I) attend the meeting of the board of directors;
(II) timely obtain the notice of the meeting of the board of directors and the meeting documents;
(III) timely obtain the notice of the shareholders' meeting and attend the shareholders' meeting;
(IV) propose proposals to the board of directors individually or jointly;
(V) independently exercise voting rights at the meeting of the board of directors, and each director has one vote;
(VI) independently express my opinions and opinions on each proposal submitted to the board of directors for discussion at the board of directors;
(VII) supervise the implementation of the resolutions of the board of directors;
(VIII) sign contracts, agreements or other legal documents on behalf of the company as authorized by the board of directors;
(IX) according to the authorization of the board of directors, participate in the research, planning, negotiation and signing of the company's foreign investment projects on behalf of the company;
(x) engage in other acts on behalf of the company in accordance with the decision of the board of directors;
（11） Other functions and powers granted by the general meeting of shareholders or the board of directors of the company;
（12） Other rights stipulated by laws, regulations, articles of association or these rules.
Article 8 duty of loyalty
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) it shall not violate 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 by 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 9 duty of diligence
The 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 behavior meets the requirements of national laws, administrative regulations and national economic policies;
(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 by laws, administrative regulations, departmental rules and the articles of association.
Article 10 duty of care
Any director shall exercise his rights or perform his duties carefully, conscientiously and diligently, and shall act with the prudence, diligence and skills that a reasonable prudent manager should perform under similar circumstances. Article 11 confidentiality obligations
Any director shall keep confidential the company's secrets known to him (including but not limited to proprietary technology, design, procedure, product formula, manufacturing process, manufacturing method, management know-how, customer list, source information, production and marketing strategy, base price in bidding and bid content, etc.); Not disclosed or used for other purposes.
After the resignation of a director, his confidentiality obligations for the company's trade secrets shall remain valid until the trade secrets become public information, and shall strictly perform the obligations of prohibiting horizontal competition agreed with the company.
The director shall not use any insider information for his own benefit or for the benefit of others.
If any director violates the obligation of confidentiality, the company will bring a lawsuit to the greatest extent possible in accordance with laws and regulations. Article 12 responsibilities of directors
The directors shall sign the resolutions of the board of directors and be responsible for the resolutions of the board of directors. If the resolution of the board of directors violates laws, regulations or the articles of association, resulting in losses to the company, the directors participating in the resolution shall be liable for compensation to the company. However, if it is proved that he has expressed objection during voting and recorded it in the minutes of the meeting, the director may be exempted from liability. A director who neither attends the meeting nor entrusts a representative to attend the meeting shall be deemed not to have expressed objection and shall not be exempted from legal liability.
Article 13 the company shall not represent the company without authorization
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 14 disclosure obligations of affiliated directors
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. When the board of Directors considers the connected transaction, the directors with connected relationship shall avoid voting, that is:
(I) not participate in voting;
(II) shall not exercise voting rights on behalf of other directors;
(III) not affect the voting results;
(IV) if the director with related relationship is the chairman of the meeting, he shall not use the favorable conditions of the chairman to influence the voting results.
The meeting of the board of directors can be held only when more than half of the unrelated directors are present. The resolutions made at the meeting of the board of directors must be adopted by more than half of the unrelated 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.
Affiliated directors include the following directors or directors under any of the following circumstances:
1. Counterparty;
2. Working in the counterparty, or in the legal person or other organization that can directly or indirectly control the counterparty, or the legal person or other organization directly or indirectly controlled by the counterparty;
3. Having direct or indirect control over the counterparty;
4. Close family members of the counterparty or its direct or indirect controller (including spouse, parents and parents of the spouse, brothers and sisters and their spouses, children over the age of 18 and their spouses, brothers and sisters of the spouse and parents of children's spouses);
5. Close family members of the directors, supervisors and senior managers of the counterparty or its direct or indirect controllers (including spouses, parents and parents of spouses, brothers and sisters and their spouses, children over the age of 18 and their spouses, brothers and sisters of spouses and parents of children's spouses);
6. Persons whose independent business judgment may be affected due to other reasons recognized by the CSRC, stock exchange or the company.
The deliberation procedures of connected transactions involving connected directors shall be implemented in accordance with the specific provisions of the CSRC, the stock exchange and the company. The company has the right to cancel relevant contracts, transactions or arrangements for connected transactions involving connected directors that have not been deliberated in accordance with the procedures, except when the other party is a bona fide third party.
Article 15 resignation
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 written resignation report shall state the time of resignation, the reason for resignation, the post he resigned, whether he will continue to serve in the company after resignation (if he continues to serve, explain the situation of continuing to serve), etc. If the number of members of the board of directors is less than a quorum due to the failure to re-election in time after the expiration of the term of office of the directors, or the resignation of the independent directors leads to the number of independent directors less than one-third of the members of the board of directors, or there is no accounting professional among the independent directors, the resignation report of the director shall not take effect until the next director fills the vacancy caused by his resignation. Under the above circumstances, before the re elected director takes office, the original director shall still perform his duties as a director in accordance with the provisions of laws, administrative regulations and the articles of association.
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.
When a director's resignation takes effect or his term of office expires, he shall complete all handover procedures with the board of directors.
Before the resignation takes effect, and within a reasonable period or agreed period after the resignation takes effect or after the end of his term of office, the duty of loyalty assumed by the director to the company and all shareholders is not automatically relieved. The confidentiality obligations of the company's trade secrets shall remain valid until the trade secrets become public information, and shall strictly perform the obligations of prohibiting horizontal competition agreed with the company.
A director whose term of office has not ended shall be liable for compensation for the losses caused to the company due to his unauthorized resignation. If a director who is responsible for the company cannot resign because he has not been relieved of some responsibility, or leaves the company without authorization without passing the audit, resulting in losses to the company, he shall be liable for compensation.
Article 16 removal
Under any of the following circumstances, a director may be removed from his post at any time by resolution of the general meeting of shareholders:
(I) seriously violating the obligations of directors under the articles of association or these rules;
(II) causing great economic losses to the company due to major fault;
(III) those who have been tried by the people's court and have been investigated for criminal responsibility;
(IV) failing to attend the meeting in person for two consecutive times and failing to entrust other directors to attend the meeting of the board of directors;
(V) directors no longer have the qualifications specified in laws and regulations, normative documents, business rules of Shenzhen Stock Exchange and these rules.
Article 17 part time directors
The total number of directors who concurrently serve as the company's senior management and staff representatives on the board of directors of the company shall not exceed half of the total number of directors of the company.
Article 18 independent directors
The company implements the independent director system. Independent directors refer to those who do not hold concurrent posts in the company, except for special members of the board of directors
