Yifan Pharmaceutical Co.Ltd(002019) YIFAN PHARMACEUTICAL CO.,LTD.
Rules of procedure of the board of directors
(revised in April 2002)
catalogue
Chapter I General Provisions Chapter II functions and powers of the board of directors Chapter III directors 5 chapter IV board meeting Chapter V resolutions of the board of Directors 7 Chapter VI records of the board of Directors 10 Chapter VII Supplementary Provisions eleven
Chapter I General Provisions
Article 1 in order to regulate the behavior of the board of directors of Yifan Pharmaceutical Co.Ltd(002019) (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, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the securities law of the people’s Republic of China, the governance standards of listed companies, and the guidelines for the articles of association of listed companies These rules are hereby formulated in accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”), the self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board, and the Yifan Pharmaceutical Co.Ltd(002019) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the board of directors is a permanent business decision-making body elected by the general meeting of shareholders of the company and exercises the functions and powers conferred by the articles of association and the general meeting of shareholders. The board of directors is responsible to the general meeting of shareholders, reports its work to it, and accepts its leadership and restriction.
Chapter II functions and powers of the board of directors
Article 3 the board of Directors consists of 8 directors, including 3 independent directors, who concurrently serve as senior managers of the company in the board of directors of the company. The total number of directors shall not exceed half of the total number of directors of the company. The company does not have employee representative directors.
Article 4 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. There shall be a secretary of the board of directors, who shall be nominated by the chairman and appointed by the board of directors.
Article 5 the board of directors shall enjoy the following functions and powers specified in the articles of association and other functions and powers conferred by the general meeting of shareholders:
(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 or merger, division, dissolution and change of company form due to the circumstances specified in items (I) and (II) of Article 24 of the articles of association, and make resolutions on the repurchase of the company’s shares due to the circumstances specified in items (III), (V) and (VI) 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 or sale of assets, asset mortgage, external guarantee, entrusted financial management, related party transactions and other matters;
(IX) decide on the establishment of the company’s internal management organization;
(x) appoint or dismiss the president and Secretary of the board of directors of the company; According to the nomination of the president, appoint or dismiss the company’s vice president, chief financial officer 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 that exceed the scope of authorization of the general meeting of shareholders shall be submitted to the general meeting of shareholders for deliberation.
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 required. 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 6 the board of directors has the following approval authority as stipulated in the articles of association:
The transactions that should be disclosed, such as foreign investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management and external donation, as well as the transactions or related transactions explicitly required to be reviewed by the board of directors, shall be submitted to the board of directors for review. For the transactions that need to be submitted to the general meeting of shareholders for review according to the listing rules, the board of directors shall organize relevant experts and professionals to review and report to the general meeting of shareholders for approval.
Article 7 the chairman of the board of directors shall exercise the following functions and powers in accordance with the articles of association:
(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) decide on transactions and related party transactions that fail to meet the criteria for deliberation and disclosure by the board of directors;
(V) other functions and powers authorized by the board of directors.
Article 8 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 9 the board of directors shall exercise its functions and powers in accordance with the company law, the articles of association and these rules of procedure. 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.
Chapter III directors
Article 10 all directors are natural persons and do not need to hold shares of the company.
Article 11 under any of the following circumstances, he cannot serve as a director of the company:
(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, less than five years after the expiration of the execution period, or being deprived of political rights due to a crime, less than five years after the expiration of the execution period;
(III) being a director, factory director or manager of a company or enterprise in bankruptcy liquidation and personally responsible for the bankruptcy of the company or enterprise, less than three 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 three 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 entering the securities market by the CSRC, and the time limit has not expired;
(VII) being publicly recognized by the stock exchange as unfit 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 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.
Article 12 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 be faithful and perform the relevant obligations stipulated in the articles of association.
Article 13 directors shall attend the general meeting of shareholders and the board of directors on time. They should actively participate in various activities organized by the company. 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 he 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 unable to perform his duties, and the board of directors shall recommend the general meeting of shareholders to replace him.
Article 14 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. The company does not pay taxes for directors in any form.
When a director’s resignation takes effect or his term of office expires, he shall complete all handover procedures with the board of directors. His duty of loyalty to the company and shareholders is not automatically relieved after the end of his term of office. After the resignation takes effect or the term of office expires, the director shall still bear the obligation of loyalty for five years after the resignation takes effect or the term of office expires. However, for the company secrets (including but not limited to technical secrets and trade secrets), he shall continue to perform the obligation of confidentiality after leaving office until the relevant information is disclosed.
Chapter IV board meeting
Article 15 the meeting of the board of directors is divided into regular meeting and interim meeting. The regular meeting shall be held at least twice a year and once every six months.
Ten days prior to the regular meeting of the board of directors, the notice shall be sent in writing or by fax or ERP system; The interim meeting shall be notified to all directors in writing three days before the meeting is held by means of personal delivery, fax, mail, e-mail or the company’s ERP office system. In case of emergency, with the unanimous consent of all directors, the convening of the meeting of the board of directors may not be limited by the above notice time limit, but it shall be recorded in the minutes of the board of directors and signed by all participating directors. The first meeting of the board of directors after the change of office may be held on the day of the change of office, and the time of holding the meeting is not limited by the notice method and notice time in paragraph 1.
The meeting of the board of directors can be held on site or by means of communication (video, telephone, fax or e-mail). The board of directors may also be convened by means of on-site and communication at the same time.
Article 16 the board of directors shall notify all directors in advance according to the specified time and provide sufficient materials, including but not limited to the relevant background materials listed in the meeting notice in the preceding article and other information and data helpful for directors to understand the business progress of the company.
When two or more independent directors think the information is insufficient or the argument is unclear, they can jointly submit it to the board of directors in writing.
Article 17 under any of the following circumstances, the chairman of the board of directors shall convene an interim meeting of the board of directors within 10 working days:
1. Shareholders representing more than 10% of the voting rights propose;
2. When more than one-third of the directors jointly propose;
3. When proposed by the board of supervisors.
Article 18 If the chairman is unable or fails to perform his duties under the circumstances specified in Article 17 of these rules, more than half of the directors shall jointly elect a director to perform his duties.
Article 19 the meeting of the board of directors can be held only when more than half of the directors are present.
The resolutions of the board of directors shall be voted by open ballot. Each director shall have one vote and vote by open ballot. Affiliated directors who have significant interests in voting matters shall not participate in voting; If the number of voting directors after withdrawal is less than three, it shall be submitted to the general meeting of shareholders for deliberation.
A resolution made by the board of directors shall be adopted by more than half of all directors; When considering the company’s external guarantee and external financial assistance, the consent of more than two-thirds of the directors attending the meeting of the board of directors shall be obtained.
Article 20 the meeting of the board of directors shall be supervised by the board of supervisors, and the board of supervisors and the president of the company shall attend the meeting of the board of directors as nonvoting delegates. The chairman of the board of directors may invite the company’s consultants and other company staff to attend the meeting and speak when necessary. Article 21 shareholders who individually or jointly hold more than 1% of the shares of the company may raise questions or removal suggestions to the board of directors of the company on independent directors who do not have the qualification or ability of independent directors, fail to perform their duties independently, or fail to safeguard the legitimate rights and interests of the company and small and medium-sized investors.
Chapter V resolutions of the board of directors
Article 22 the following matters shall be implemented only after a resolution is reached at the meeting of the board of directors.
1. Convene the general meeting of shareholders and decide on the proposals of the general meeting of shareholders;
2. Adopt the company’s business plan and investment plan;
3. Formulate the company’s annual financial budget proposal and final account report;
4. Formulate the company’s profit distribution proposal and loss recovery plan;
5. Formulate the company’s capital increase or decrease plan;
6. Formulate a plan for the company to issue corporate bonds;
7. Formulate proposals on merger, division and dissolution of the company;
8. Formulate the amendment plan of the articles of Association;
9. To approve foreign investment, acquisition or sale of assets, asset mortgage, external guarantee, entrusted financial management, related party transactions and other matters that need to be approved by the board of directors or the general meeting of shareholders;
10. Set up plans through important internal management organizations of the company;
11. Elect the chairman of the board of directors, appoint or dismiss the Secretary of the board of directors and determine his remuneration according to the nomination of the chairman of the board of directors; 12. Appoint or dismiss the president of the company, appoint or dismiss the vice president and chief financial officer of the company according to the nomination of the president, and determine their remuneration;
13. Pass the basic management system of the company;
14. Decide to establish or abolish branches;
15. Other functions and powers granted by laws, administrative regulations, departmental rules or the articles of association.
Among the above matters, those that need to be approved by the general meeting of shareholders shall be submitted to the general meeting of shareholders for deliberation and approval before they become effective. Article 23 when the board of Directors considers the following matters, independent directors shall express independent opinions:
(I) nomination, appointment and removal of directors;
(II) appointing and dismissing senior managers;
(III) remuneration of directors and senior managers;
(IV) employment and dismissal of accounting firms;
(V) changes in accounting policies, accounting estimates or corrections of major accounting errors due to reasons other than changes in accounting standards;
(VI) the financial and accounting reports and internal control of listed companies are issued with non-standard unqualified audit opinions by accounting firms;
(VII) internal control evaluation report;
(VIII) scheme for the relevant parties to change their commitments;
(IX) impact of preferred stock issuance on various shareholders’ equity of the company
