Guangdong Ellington Electronics Technology Co.Ltd(603328)
Rules of procedure of the board of directors
catalogue
Chapter I General Provisions
Chapter II and the board of directors
Section I General Provisions on Directors
Section 2 independent directors
Section III board of directors
Chapter III board meeting system
Chapter IV resolutions and announcements of the board of directors
Chapter V supplementary provisions
Chapter I General Provisions
Article 1 in order to standardize the operation of the board of directors of Guangdong Ellington Electronics Technology Co.Ltd(603328) (hereinafter referred to as the “company”), improve the corporate governance structure, safeguard the legitimate rights and interests of the company and shareholders, and ensure the work efficiency and scientific decision-making of the board of directors, these rules are formulated in accordance with the relevant provisions of the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the Guangdong Ellington Electronics Technology Co.Ltd(603328) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the board of directors shall be responsible to the general meeting of shareholders and report its work to it.
Article 3 the board of directors shall enjoy the functions and powers specified in the articles of association and exercise its functions and powers within the scope of authorization of the general meeting of shareholders.
Chapter II directors and board of directors
Section I General Provisions on Directors
Article 4 all directors are natural persons and do not need to hold shares of the company.
Article 5 those who meet the conditions specified in Article 146 of the company law, who do not meet the job holding conditions determined by the CSRC, and who have not been recommended by the shareholders of the company shall not participate in the election of directors and be elected as directors.
Article 6 the board of directors is composed of 9 directors, including 3 independent directors.
Article 7 the board of directors shall have a chairman and a vice chairman. The chairman and vice chairman shall be held by directors and elected by more than half of all directors.
Article 8 The term of office of directors is three years, and they can be re elected and re elected upon expiration of their term of office.
Before the expiration of the term of office of a director, the general meeting of shareholders or the board of directors shall not remove him without reason.
The term of office of the directors starts from the date when the resolution on the election of directors is adopted at the general meeting of shareholders and ends at the expiration of the term of office of the current board of directors.
Article 9 a director may resign before the expiration of his term of office, but a written resignation report shall be submitted to the board of directors. Article 10 directors shall abide by laws, regulations and the articles of association, faithfully perform their duties and safeguard the interests of the company. When their own interests conflict with the interests of the company and shareholders, they should take the best interests of the company and shareholders as the code of conduct.
The directors shall exercise the powers entrusted by the company carefully, seriously and diligently. It shall guarantee the faithful and full performance of the relevant obligations stipulated in the articles of association.
Article 11 the directors shall keep the business secrets of the company and its shareholders. During his term of office, if he causes losses to the company due to his dereliction of duty, he shall be liable for compensation.
Article 12 directors shall attend the board of directors and the general meeting of shareholders on time. If you are unable to attend the meeting of the board of directors in person for some reason, you can entrust other directors in writing to attend or vote on behalf of you.
If a director fails to attend the meeting in person or entrust other directors to attend the meeting of the board of directors for two consecutive times, he shall be deemed to be unable to perform his duties, and the board of directors shall recommend the general meeting of shareholders to replace him.
Article 13 the entrustment and entrustment to attend the meeting of the board of directors shall follow the following principles:
(I) when considering related party transactions, non related directors shall not entrust related directors to attend on their behalf; Affiliated directors shall not accept the entrustment of non affiliated directors;
(II) independent directors shall not entrust non independent directors to attend on their behalf, and non independent directors shall not accept the entrustment of independent directors;
(III) a director shall not fully entrust other directors to attend on his behalf without stating his personal opinions and voting intention on the proposal, and the relevant directors shall not accept the entrustment with full authorization and unclear authorization. (IV) a director shall not accept the entrustment of more than two directors, nor shall a director entrust a director who has accepted the entrustment of two other directors to attend on his behalf.
Article 14 the company shall not advance taxes for directors in any form.
Section 2 independent directors
Article 15 the company shall establish independent directors.
Independent directors refer to directors who do not hold other positions in the company except directors and have no relationship with the company and major shareholders that may hinder their independent and objective judgment.
Article 16 independent directors shall faithfully perform their duties, safeguard the interests of the company, and pay special attention to the legitimate rights and interests of public shareholders.
Independent directors shall perform their duties independently and shall not be affected by the company’s major shareholders, actual controllers or units or individuals having interests with the company and its major shareholders and actual controllers.
Article 17 an independent director shall have the qualifications suitable for the exercise of his functions and powers, and shall meet the following basic conditions:
(I) be qualified to serve as a director of the company in accordance with laws, administrative regulations and other relevant provisions; (II) have the independence required by Article 18 of these rules;
(III) have basic knowledge of the company’s operation and be familiar with relevant laws, administrative regulations, rules and rules; (IV) have more than five years of working experience in law, economics or other work necessary to perform the duties of independent directors;
(V) other conditions stipulated in the articles of association.
Article 18 independent directors must be independent, and the following persons shall not serve as independent directors:
(I) persons who work in the company or its affiliated enterprises, their immediate family members and their main social relations (immediate family members refer to spouses, parents, children, etc.; main social relations refer to brothers and sisters, parents of spouses, spouses of children, spouses of brothers and sisters, brothers and sisters of spouses, etc.);
(II) natural person shareholders and their immediate family members who directly or indirectly hold more than 1% of the issued shares of the company or are among the top ten shareholders of the company;
(III) persons who hold posts in shareholder units that directly or indirectly hold more than 5% of the issued shares of the company or in the top five shareholder units of the company and their immediate family members;
(IV) persons who have had the situations listed in the preceding three items in the most recent year;
(V) personnel providing financial, legal and consulting services for the company or its subsidiaries;
(VI) other personnel stipulated by laws, administrative regulations and departmental rules;
(VII) other personnel specified in the articles of Association;
(VIII) other personnel recognized by the CSRC.
Article 19 the board of directors of the company shall have more than one-third of independent directors, including at least one accounting professional.
Article 20 the board of directors, the board of supervisors and shareholders who individually or jointly hold more than 1% of the issued shares of the company may propose candidates for independent directors and be elected by the general meeting of shareholders.
The nominee of an independent director shall obtain the consent of the nominee before nomination.
Article 21 in order to give full play to the role of independent directors, in addition to the functions and powers given to directors by the company law and other relevant laws and regulations, the company shall also give independent directors the following special functions and powers:
(I) major related party transactions (referring to related party transactions with a total amount of more than 3 million yuan or more than 5% of the company’s recently audited net asset value) shall be approved by independent directors in advance; Before making a judgment, an independent director may hire an intermediary to issue an independent financial advisory report as the basis for his judgment.
(II) external guarantee (refers to the guarantee provided by the company to entities other than the company and its subsidiaries), which shall be submitted to the board of directors for discussion after obtaining the prior approval of independent directors;
(III) the consent of independent directors must be obtained before investing in non main businesses (non main businesses refer to businesses other than the production and sales of printed circuit boards);
(IV) propose to the board of directors to employ or dismiss the accounting firm;
(V) propose to the board of directors to convene an extraordinary general meeting of shareholders;
(VI) propose to convene the board of directors;
(VII) independently employ external audit institutions and consulting institutions to audit and consult the specific matters of the company;
(VIII) the voting rights may be publicly solicited from shareholders before the general meeting of shareholders is held.
(IX) other functions and powers of independent directors specified in laws, regulations and the articles of association.
Independent directors shall obtain the consent of more than half of all independent directors when exercising the functions and powers in Item (I), (II), (III), (IV), (V), (VI), (VIII) and (IX) above, and the consent of all independent directors when exercising the functions and powers in Item (VII) above.
Article 22 in addition to performing the duties and responsibilities described in Article 21, independent directors shall also express independent opinions to the board of directors or the general meeting of shareholders on the following matters:
(I) nomination, appointment and removal of directors;
(II) appointing or dismissing senior managers;
(III) remuneration of directors and senior managers of the company;
(IV) the company’s shareholders, actual controllers and their affiliated enterprises have loans or other capital transactions with a total amount of more than 3 million yuan or more than 5% of the latest audited net asset value of the listed company, and whether the company has taken effective measures to recover the arrears;;
(V) matters that independent directors believe may damage the rights and interests of minority shareholders;
(VI) other matters that should be commented by independent directors as stipulated by laws, regulations, rules and the articles of Association;
Independent directors shall express one of the following opinions on the above matters: agree; Reservations and their reasons; Objections and their reasons; Inability to express opinions and its obstacles.
Article 23 the company formulates the working system of independent directors, which specifies in detail the qualifications and conditions, generation and replacement, responsibilities and rights of independent directors. The working system of independent directors shall be formulated by the board of directors and approved by the general meeting of shareholders.
Article 24 independent directors shall attend the meeting of the board of directors on time, understand the production, operation and operation of the company, and take the initiative to investigate and obtain the information and materials needed to make decisions. Independent directors shall make a report on their work at the annual general meeting of shareholders of the company to explain their performance of duties.
Section III board of directors
Article 25 the board of directors is composed of directors.
Article 26 the board of directors shall have a secretary, who shall be nominated by the chairman and appointed by the board of directors.
Article 27 the board of directors shall set up an office under the board of directors, handle the daily affairs of the board of directors under the leadership of the Secretary of the board of directors, and be responsible for keeping the seal of the board of directors.
Article 28 the board of directors shall exercise the following functions and powers:
(I) be responsible for convening the general meeting of shareholders and reporting to the general meeting;
(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, the company’s acquisition of the company’s shares due to the circumstances specified in items (I) and (II) of Article 24 of the articles of association, or merger, division, 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, 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) formulate the basic management system of the company;
（11） Decide to 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;
（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） Formulate performance evaluation and reward plan. The reward plan involving equity shall be submitted by the board of directors to the general meeting of shareholders for deliberation, and those not involving equity shall be decided by the board of directors;
（17） To decide on the repurchase of the company’s shares under the circumstances of items (III), (V) and (VI) of Article 24 of the articles of Association; The above paragraph (17) shall be subject to the resolution of the board of directors attended by more than two-thirds of the directors.
（18） Other functions and powers granted by laws, administrative regulations, departmental rules or the articles of association.
Article 29 the authority of the board of directors on foreign investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, related party transactions, external donation, etc
(I) for the main business investment, the board of directors can make decisions on the purchase and sale of major assets and investment projects (including but not limited to equity investment, project investment, venture capital, mergers and acquisitions) from more than 10% of the company’s latest audited total assets to 30% of the company’s latest audited total assets within one year.
The purchase and sale of major assets and investment projects beyond the above scope shall be reported to the general meeting of shareholders for approval. If the investment is within the above scope, but the laws and regulations require it to be reported to the general meeting of shareholders for approval, it shall be reported to the general meeting of shareholders for approval.
(II) for non main business investment, the board of directors can make decisions on the company’s investment of no more than RMB 100 million in a single year or in a natural year. The company must obtain the consent of independent directors before investing in non main business.
If the company’s investment in non main business exceeds RMB 100 million in a single time or in a natural year, it shall be deliberated and approved by the general meeting of shareholders of the company. Non main businesses refer to businesses other than the production and sales of printed circuit boards.
(III) decide the asset mortgage and external guarantee of the company within the following scope in accordance with the requirements of laws and regulations:
1. Provide asset collateral for the company’s borrowings that does not exceed 30% of the latest audited net assets;
2. The total amount of external guarantees provided by the company and its holding subsidiaries does not exceed 50% of the latest audited net assets;
3. The total amount of external guarantees of the company shall not exceed 30% of the total assets audited in the latest period; 4. The guarantee amount of the company within one year shall not exceed the latest amount of the company
