Changchai Company Limited(000570)
Rules of procedure of the board of directors (reviewed and adopted at the 12th meeting of the ninth session of the board of directors and still to be submitted to the 2021 annual general meeting of shareholders for deliberation)
April 13, 2022
catalogue
Chapter I General Provisions Chapter II functions and powers of the board of Directors Chapter III functions and powers of the Chairman Chapter IV notice and convening of board meeting 6 Chapter V proposal of topics for the meeting of the board of Directors 8 Chapter VI proceedings and resolutions of the board meeting 9 Chapter VII announcement and implementation of resolutions of the board of Directors ten
Chapter I General Provisions
Article 1 in order to standardize the discussion methods and procedures of the board of directors of the company and ensure the work efficiency and scientific decision-making of the board of directors, these rules of procedure are formulated in accordance with the provisions of the company law, the guidelines for the governance of listed companies and the articles of association.
Article 2 the board of directors of the company plays an important role in the corporate governance structure. The board of directors of the company implements the system of collective leadership and democratic decision-making. Without the lawful authorization of the board of directors, no director shall exercise the functions and powers of the board of directors in his own name.
Article 3 the board of directors of the company is composed of nine directors, with one chairman, including three independent directors. Among the independent directors, at least one accounting professional (referring to the person with senior professional title or certified public accountant qualification) is included. The term of office of the directors is 3 years, and they can be re elected upon expiration of their term of office. There is no employee representative director among the members of the board of directors. Directors shall abide by laws, regulations and the articles of association, faithfully perform their duties and take the maximization of the interests of the company and shareholders as the code of conduct.
Chapter II functions and powers of the board of directors
Article 4 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) formulate plans for the company’s major acquisition, repurchase of the company’s shares or merger, division, dissolution and change of company form;
(VIII) to decide on the company’s external investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, related party transactions, external donation and other matters within the scope authorized by the general meeting of shareholders;
(IX) decide on the establishment of the company’s internal management organization;
(x) appoint or dismiss the general manager and Secretary of the board of directors of the company; According to the nomination of the general manager, appoint or dismiss the deputy general manager, financial director and other senior managers of the company, 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 general manager of the company and check the work of the general manager;
（16） Other functions and powers conferred by laws, regulations, the articles of association and the general meeting of shareholders.
The board of directors of the company has three special committees: Audit Committee, strategic development committee and salary and assessment committee. 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 the independent directors account for the majority of the audit committee and the remuneration and assessment committee and act as the convener. The convener of the audit committee is an accounting professional.
The main responsibilities of the Audit Committee include:
(I) supervise and evaluate the external audit work and propose to hire or replace the external audit institution; (II) supervise and evaluate the internal audit work, and be responsible for the coordination of internal audit and external audit; (III) review the company’s financial information and its disclosure;
(IV) supervise and evaluate the company’s internal control;
(V) be responsible for other matters authorized by laws and regulations, the articles of association and the board of directors.
The main responsibility of the strategic development committee is to study and make suggestions on the company’s long-term development strategy and major investment decisions.
The main responsibilities of the remuneration and Assessment Committee include:
(I) study the assessment standards of directors and senior managers, conduct assessment and put forward suggestions; (II) study and review the remuneration policies and plans of directors and senior managers.
The special committee may employ an intermediary institution to provide professional advice. The expenses related to the performance of the duties of the special committee shall be borne by the listed company.
Article 5 when deciding on major issues of the company, the board of directors shall listen to the opinions of the Party committee of the company in advance. Article 6 the approval authority of the board of directors for foreign investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, related party transactions, external donation and other major transactions is as follows:
Transaction type approval authority of the board of directors
Foreign investment:
1. The total assets involved in foreign investment within one year account for more than 10% and less than 50% of the company’s latest audited total assets;
2. The net assets involved in foreign investment (such as equity) within one year account for more than 10% and less than 50% of the latest audited net assets of the listed company;
3. The operating income related to foreign investment (such as equity) in the latest fiscal year accounts for more than 10% and less than 50% of the audited operating income of the listed company in the latest fiscal year;
4. The net profit related to foreign investment (such as equity) in the latest fiscal year accounts for more than 10% and less than 50% of the audited net profit of the listed company in the latest fiscal year;
5. The turnover of foreign investment within one year (including debts and expenses) accounts for more than 10% and less than 50% of the company’s latest audited net assets;
6. The profits from foreign investment account for more than 10% and less than 50% of the audited net profits of the listed company in the latest fiscal year.
Self Investment:
The total investment in the company’s own projects within one year accounts for more than 10% and less than 50% of the company’s latest audited net assets.
Acquisition and sale 1. The total assets involved in the purchase and sale of major assets account for more than 10% and less than 30% of the company’s total audited assets in the latest period;
2. The net assets involved in the purchase and sale of major assets (such as equity) account for more than 10% and less than 50% of the company’s latest audited net assets;
3. The operating income related to the purchase and sale of major assets (such as equity) in the latest fiscal year accounts for more than 10% and less than 50% of the audited operating income of the listed company in the latest fiscal year; 4. The net profit related to the purchase and sale of major assets (such as equity) in the latest fiscal year accounts for more than 10% and less than 50% of the audited net profit of the listed company in the latest fiscal year;
5. The turnover of foreign investment within one year (including debts and expenses) accounts for more than 10% and less than 50% of the company’s latest audited net assets;
6. The profits from the purchase and sale of major assets account for more than 10% and less than 50% of the audited net profit of the listed company in the latest fiscal year.
Asset mortgage 1. The total assets involved in asset mortgage account for more than 10% and less than 50% of the company’s latest audited total assets;
2. The net assets involved in asset mortgage are less than 10% and less than 50% of the latest audited net assets of the company.
External guarantee 1. The total amount of external guarantee of the company and its holding subsidiaries accounts for more than 5% and less than 10% of the latest audited net assets;
2. The total amount of external guarantees of the company accounts for more than 5% and less than 10% of the total assets audited in the latest period; 3. The total amount of external guarantees within one year accounts for more than 5% and less than 10% of the company’s latest audited total assets;
4. The single external guarantee amount of the company and its subsidiaries accounts for more than 1% and less than 5% of the company’s latest audited net assets.
The amount of entrusted financial management accounts for more than 10% and less than 50% of the company’s latest audited net assets. Connected transactions 1. The transaction amount with connected natural persons is more than 300000 yuan but less than 3 million yuan;
2. The amount of connected transactions with connected legal persons is more than 3 million yuan, accounting for more than 0.5% and less than 5% of the latest audited net asset value of the company;
3. The profits from related party transactions account for more than 10% and less than 50% of the audited net profits of the listed company in the latest fiscal year.
The cumulative amount of external donations within one year is more than 1 million yuan and less than 5 million yuan. Note: (1) if the transaction of the company meets one of the above standards, it shall be submitted to the board of directors of the company for deliberation in time. (2) When the company has other transactions other than entrusted financial management and other matters specified by the Shenzhen Stock Exchange on the cumulative principle, the above deliberation standards shall be applied to the transactions of the same type related to the transaction object according to the cumulative calculation principle for 12 consecutive months. The provision of financial assistance and external guarantee that should be approved by the board of directors shall not only be deliberated and approved by more than half of all directors, but also be deliberated and approved by more than two-thirds of the directors attending the meeting of the board of directors and made a resolution, which shall be disclosed to the public in a timely manner.
Matters not covered in this article shall be implemented with reference to the relevant provisions on the approval authority of the board of directors on trading matters in the stock listing rules of Shenzhen Stock Exchange.
The board of directors may decide to authorize the management of the company within the above scope of authority, and the specific scope of authorization shall be determined by the company’s relevant internal control system. The board of directors shall establish strict review and decision-making procedures. Major investment projects shall be reviewed by relevant experts and professionals and reported to the general meeting of shareholders for approval.
Chapter III functions and powers of the chairman
Article 7 the chairman 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 the securities issued by the company and the documents 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 or the general meeting of shareholders afterwards;
(VI) other functions and powers authorized by the board of directors.
Article 8 if the chairman is unable or fails to perform his duties, a director jointly recommended by more than half of the directors shall perform his duties.
Chapter IV notice and convening of board meeting
Article 9 the meetings of the board of directors are divided into regular meetings and interim meetings. Regular meetings of the board of directors
When the board of directors holds an interim meeting, the notice of the meeting of the board of directors shall be sent to all directors and non voting personnel in writing at least 2 working days in advance. With the consent of the directors of the company, the notice time limit specified in the above articles can be exempted.
Article 10 the notice of the board meeting shall include the following contents:
(I) date and place of the meeting;
(II) duration of the meeting;
(III) reasons and topics;
(IV) date of notice.
Article 11 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:
(I) when the chairman considers it necessary;
(II) more than 10 shareholders’ voting rights;
(III) when more than 1 / 3 of the directors jointly propose;
(IV) when more than 1 / 2 of the independent directors jointly propose;
(V) when proposed by the board of supervisors;
(VI) when proposed by the general manager.
Article 12 the meeting of the board of directors can be held only when more than half of the directors are present. The directors shall attend in person. If the directors are unable to attend for some reason, they may entrust other directors in writing to attend on their behalf.
The power of attorney shall specify the agent’s name, agency matters, authority and validity period, and shall be signed or sealed by the principal. The directors attending the meeting on their behalf shall exercise the rights of directors within the scope of authorization.
Article 13 the entrustment and entrustment to attend the meeting of the board of directors shall follow the following principles: when considering related party transactions, non related directors shall not entrust related directors to attend on their behalf, and related directors shall not accept the entrustment of non related directors; 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; If more than two directors have been entrusted, they shall not accept the entrustment of more than two other directors.
Article 14 If a director fails to attend the meeting of the board of directors or entrust a representative to attend, he shall be deemed to have waived his voting right at the meeting. 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 15 the supervisors and the general manager shall attend the meetings of the board of directors as nonvoting delegates. According to the topics of the board meeting, the board of directors may also determine other relevant personnel to attend the meeting as nonvoting delegates.
Article 16 the meeting of the board of directors shall be presided over by the chairman. When the chairman is unable or fails to perform his duties, a director jointly elected by more than 1 / 2 of the directors shall be responsible for convening the meeting.
Article 17 the meeting forms of the board of directors are: on-site meeting, video conference, teleconference or communication. Communication forms include fax or e-mail voting. Board meeting
