Hc Semitek Corporation(300323)
Rules of procedure of the board of directors
Chapter I General Provisions
Article 1 in order to standardize the decision-making behavior and operation procedures of the board of directors, ensure the democratization and scientization of the company’s decision-making behavior, establish a corporate governance mechanism suitable for the laws and requirements of modern market economy, and improve the corporate governance structure of the company, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the governance standards for listed companies, and the Listing Rules of GEM stocks of Shenzhen Stock Exchange These rules are formulated in accordance with the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other laws and regulations, as well as the relevant provisions of Hc Semitek Corporation(300323) articles of Association (hereinafter referred to as the articles of association).
The terms involved and matters not specified in these Rules shall be subject to the articles of association and shall not be interpreted and quoted by other rules of the company.
Article 2 the board of directors of the company shall be elected by the general meeting of shareholders and shall be responsible to the general meeting of shareholders.
Chapter II composition and powers of the board of directors
Article 3 the board of directors is composed of nine directors, with one chairman, one vice chairman and three independent directors. The total number of directors who concurrently serve as senior managers of the company and staff representatives in the board of directors shall not exceed 1 / 2 of the total number of directors of the company.
The chairman of the board of directors of the company shall be elected and removed by more than half of all directors. The Secretary of the board of directors shall be nominated by the chairman and approved by the resolution of the board of directors.
Independent directors include at least one accounting professional (accounting professional refers to the person with senior professional title or certified public accountant qualification). When the independent directors fail to meet the conditions for independence or other circumstances unsuitable for performing the duties of independent directors, resulting in the company’s independent directors failing to meet the requirements of this paragraph, the company shall supplement the number of independent directors as required.
The members of the board of directors shall have a reasonable professional structure, and their members shall have the necessary knowledge, skills and quality.
Article 4 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) according to the provisions of the articles of association, decide the company’s external investment, acquisition and sale of assets, external guarantee, entrusted financial management, related party transactions, external donation and other matters within the scope of authorization;
(IX) decide on the establishment of the company’s internal management organization;
(x) appoint or dismiss the president, 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 president, decide to appoint or dismiss the company’s vice president, financial director and other senior managers, 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 president of the company and check the work of the president;
（16） Other functions and powers granted by laws, administrative regulations, departmental rules or the articles of association.
The board of directors shall exercise the above functions and powers by convening a meeting of the board of directors to deliberate and decide and form a resolution of the board of directors before implementation. Other functions and powers of the board of directors specified 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 single or several directors to make decisions alone.
The board of directors may authorize the members of the board of directors or the chairman of the board of directors to exercise some functions and powers other than those specified in the first two paragraphs of this article when the meeting is not in session, but the authorized contents must be clear and specific, and the implementation of the authorized matters shall be continuously supervised.
Article 5 the board of directors of the company shall explain the non-standard audit opinions issued by certified public accountants on the company’s financial reports to the general meeting of shareholders.
Article 6 the chairman of the board of directors shall exercise the following functions and powers:
(I) preside over the general meeting of shareholders and convene and preside over the meeting of the board of directors;
(II) supervise and inspect the implementation of the resolutions of the board of directors;
(III) sign important documents of the board of directors and other documents that should be signed by the legal representative of the company; (IV) exercise the functions and powers of the legal representative;
(V) in case of force majeure such as catastrophic natural disasters, exercise the special disposal right of the company’s affairs in accordance with the laws and the interests of the company, and report to the board of directors and the general meeting of shareholders afterwards; (VI) except for the major matters that need to be deliberated and approved by the board of directors and the general meeting of shareholders, other major matters shall be examined and approved by the chairman of the board of directors. Major events include but are not limited to: purchase or sale of assets, reorganization of creditor’s rights or debts, foreign investment, related party transactions, etc;
(VII) other functions and powers authorized by the board of directors.
The vice chairman of the company assists the chairman in his work. If the chairman is unable or fails to perform his duties, the vice chairman jointly elected by more than half of the directors shall perform his duties; If the vice 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 7 the board of directors shall determine foreign investment (including entrusted financial management, investment in subsidiaries, except the establishment or capital increase of wholly-owned subsidiaries), provide financial assistance (including entrusted loans), purchase or sell assets (excluding the purchase of raw materials, fuels, power, products, commodities and other assets related to daily operation), foreign guarantee (including guarantee for holding subsidiaries) The approval and decision-making procedures for leasing in or leasing out assets, signing management contracts (including entrusted operation, entrusted operation, etc.), donating or receiving assets, creditor’s rights or debt restructuring, transfer of research and development projects, signing license agreements, waiver of rights (including waiver of preemptive right and preemptive capital contribution right), and other transactions are as follows:
(I) if the above transactions of the company meet one of the following standards (unless otherwise specified in the articles of association, if the data involved in the calculation of the following indicators is negative, the absolute value shall be taken as the calculation value), they shall be submitted to the board of directors for deliberation:
1. The total assets involved in the transaction account for more than 10% of the company’s total assets audited in the latest period. If the total assets involved in the transaction have both book value and assessed value, the higher one shall be taken as the calculation data; 2. 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 10 million yuan;
3. The net profit related to 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;
4. The transaction amount (including debts and expenses) of the transaction accounts for more than 1% of the company’s latest audited net assets, and the absolute amount exceeds 10 million;
5. The profit generated from the transaction accounts for more than 10% of the audited net profit of the listed company in the latest fiscal year, and the absolute amount exceeds 1 million yuan.
(II) if the above transactions of the company meet one of the following standards (unless otherwise specified in the articles of association, if the data involved in the calculation of the following indicators is negative, the absolute value shall be taken as the calculation value), they shall be submitted to the general meeting of shareholders for deliberation:
1. The total assets involved in the transaction account for more than 50% of the company’s total assets audited in the latest period. If the total assets involved in the transaction have both book value and assessed value, the higher one shall be taken as the calculation data; 2. The relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited operating income of the company in the latest fiscal year, and the absolute amount exceeds 50 million yuan; 3. The related net profit of the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 5 million yuan;
4. The transaction amount (including debts and expenses) of the transaction accounts for more than 50% of the company’s latest audited net assets, and the absolute amount exceeds 50 million yuan;
5. The profit generated from the transaction accounts for more than 50% of the audited net profit of the listed company in the latest fiscal year, and the absolute amount exceeds 5 million yuan.
(III) if the above-mentioned purchase or sale of assets (excluding the purchase of raw materials, fuels, power and the sale of products, commodities and other assets related to daily operation) of the company is not included in the annual budget or procurement plan, and the transaction amount (including debts and expenses) exceeds 20 million yuan, it shall be submitted to the board of directors for deliberation; If the total assets and transaction amount (including debts and expenses) reach more than 30% of the company’s latest audited total assets, it shall be submitted to the general meeting of shareholders for deliberation.
(IV) the same transaction shall be implemented in stages or batches, and the approval authority shall be determined according to the total amount. 2、 Authority of external guarantee
Deliberating and approving other guarantees other than those required to be deliberated by the general meeting of shareholders as stipulated in Article 42 of the articles of Association;
3、 Authority of related party transactions
(I) if the related party transactions between the company and related parties (except for providing guarantee and financial assistance) meet the following standards, they shall be submitted to the board of directors for deliberation:
1. Related party transactions with a transaction amount of more than 300000 yuan between the company and related natural persons;
2. 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;
(II) if the related party transactions between the company and related parties meet the following standards, they shall be submitted to the general meeting of shareholders for deliberation:
1. The amount of transactions between the company and related parties (except for cash assets and guarantees provided by the company) accounts for more than 5% of the absolute value of the company’s latest audited net assets, and the related party transactions with an amount of more than 30 million yuan must be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors;
2. Any guarantee provided by the company for related parties, regardless of the amount, shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors.
The company’s transactions with the same related party or transactions with different related parties related to the same transaction object in an accounting year shall be calculated based on the cumulative amount in this period.
The following transactions between related parties of the company may be exempted from being submitted to the general meeting of shareholders for deliberation:
(I) a listed company participates in public bidding and public auction for unspecified objects (excluding restricted methods such as bidding invitation);
(II) transactions in which the listed company unilaterally obtains benefits, including receiving cash assets, obtaining debt relief, accepting guarantees and subsidies, etc;
(III) the pricing of related party transactions is stipulated by the state;
(IV) the related parties provide funds to the listed company, and the interest rate is not higher than the loan interest rate standard for the same period stipulated by the people’s Bank of China;
(V) a listed company provides products and services to directors, supervisors and senior managers under the same trading conditions as non affiliated persons.
4、 The transactions not listed above shall be deliberated and disclosed with reference to the requirements of laws and regulations such as the Listing Rules of gem shares of Shenzhen Stock Exchange.
The board of directors shall authorize the chairman of the board of directors to be responsible for the examination and approval of the above matters such as foreign investment (including entrusted financial management, investment in subsidiaries, except the establishment or capital increase of wholly-owned subsidiaries), purchase or sale of assets, related party transactions, etc., which do not meet the above standards that should be submitted to the board of directors and the general meeting of shareholders for deliberation, and the chairman of the board of directors may delegate some authority to the president.
Article 8 the board of directors shall establish special committees such as strategy committee, audit committee, remuneration and assessment committee and Nomination Committee in accordance with the resolutions of the general meeting of shareholders. The number of members of the committee shall be singular and shall not be less than three. The members of the special committee are all composed of directors. Among them, the audit committee and the remuneration and assessment committee shall have more than half of the independent directors, and the independent directors shall serve as the convener. The convener of the audit committee shall be an accounting professional.
Each special committee may set up a working group to be responsible for daily work liaison and meeting organization. The detailed rules for the implementation of the duties, procedures and other work of the above committees shall be formulated separately by the board of directors.
(I) the main responsibilities of the audit committee are:
(1) Guide and supervise the establishment and implementation of internal audit system;
(2) Supervise and evaluate the work of external audit institutions, and propose to hire or replace external audit institutions;
(3) Hold a meeting at least once a quarter to review the work plan and report submitted by the internal audit department;
(4) Hold a meeting at least once a quarter to review and supervise the company’s provision for asset impairment or write off of assets;
(5) Report to the board of directors at least once a quarter, including but not limited to the progress, quality and major problems found in the internal audit;
(6) Coordinate the communication between management, internal audit department and relevant departments and external audit institutions;
(7) Review and comment on the company’s financial report;
(8) Supervise and evaluate the company’s internal control, audit and supervise major related party transactions;
(9) Other matters authorized by the board of directors of the company and other matters involved in laws and regulations and relevant provisions of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”).
(II) the main responsibilities of the remuneration and assessment committee are:
(1) Formulate salary plans or schemes according to the main scope, responsibilities and importance of management positions of directors and senior managers and the salary level of relevant positions in other relevant enterprises;
(2) Salary plans or schemes mainly include but are not limited to performance evaluation standards, procedures and main evaluation systems, and main schemes and systems of rewards and punishments;
(3) Review the performance of duties of directors (non independent directors) and senior managers of the company and conduct annual performance evaluation;
(4) Supervise the implementation of the company’s salary system.
(III) the main responsibilities of the nomination committee are:
(1) Put forward suggestions to the board of directors on the composition and number of members of the board of directors according to the company’s business activities, asset scale and equity structure;
(2) Review the candidates of nominated directors and senior managers and put forward suggestions;
(3) For other senior managers who need to be proposed to the board of directors for appointment
