Ledman Optoelectronic Co.Ltd(300162)
Rules of procedure of the board of directors
Article 1 Purpose
In order to further standardize the discussion methods and decision-making procedures of the board of directors of Ledman Optoelectronic Co.Ltd(300162) (hereinafter referred to as “the company”), promote the directors and the board of directors to effectively perform their duties, and improve the standardized operation and scientific decision-making level of the board of directors, these rules are formulated in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of GEM stocks of Shenzhen Stock Exchange and other relevant provisions.
Article 2 Office of the board of directors
The office of the board of directors is set under the board of directors to handle the daily affairs of the board of directors.
The Secretary of the board of directors also serves as the head of the office of the board of directors and keeps the seal of the board of directors. The Secretary of the board of directors may designate securities affairs representatives and other relevant personnel to assist them in handling their daily affairs.
Article 3 regular meetings
The meetings of the board of directors are divided into regular meetings and interim meetings.
The board of directors shall hold a regular meeting at least once a year in the previous two and a half years.
Article 4 proposal of regular meeting
Before issuing the notice of convening the regular meeting of the board of directors, the chairman of the board of directors shall solicit the opinions of directors, general manager and other senior managers as necessary according to the contents of the proposal.
Article 5 interim meeting
Under any of the following circumstances, the board of directors shall convene an interim meeting:
(I) shareholders representing more than one tenth of the voting rights propose;
(II) when more than one-third of the directors jointly propose;
(III) when proposed by the board of supervisors;
(IV) when the chairman considers it necessary;
(V) when more than half of the independent directors propose;
(VI) when proposed by the general manager;
(VII) when required by the securities regulatory authority;
(VIII) other circumstances stipulated in the articles of association of the company.
Article 6 proposal procedure of interim meeting
If an interim meeting of the board of directors is proposed to be held in accordance with the provisions of the preceding article, a written proposal signed (sealed) by the proposer shall be submitted to the chairman through the office of the board of directors or directly. The written proposal shall contain the following items: (I) the name of the proposer;
(II) the reasons for the proposal or the objective reasons on which the proposal is based;
(III) propose the time or time limit, place and method of the meeting;
(IV) clear and specific proposals;
(V) contact information and proposal date of the proposer.
The contents of the proposal shall fall within the scope of the board of directors’ functions and powers specified in the articles of association of the company, and the materials related to the proposal shall be submitted together.
After receiving the above written proposals and relevant materials, the office of the board of directors shall transmit them to the chairman of the board of directors on the same day. If the chairman believes that the content of the proposal is unclear, specific or the relevant materials are insufficient, he may require the proposer to modify or supplement it.
The chairman of the board of directors shall convene and preside over the meeting of the board of directors within ten days after receiving the proposal or the request of the securities regulatory authority.
Article 7 convening and presiding over the meeting
The board meeting shall be convened and presided over by the chairman; If the chairman is unable or fails to perform his duties, the vice chairman shall perform them on his behalf. If the vice chairman is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall convene and preside over the meeting.
Article 8 notice of meeting
When convening regular and interim meetings of the board of directors, the office of the board of directors shall submit the notice of the meeting to all directors and supervisors, the general manager and the Secretary of the board of directors by direct delivery, fax, e-mail or other means 10 and 3 days in advance respectively. If it is not delivered directly, it shall also be confirmed by telephone and recorded accordingly.
If the situation is urgent and it is necessary to convene an interim meeting of the board of directors as soon as possible to make a resolution, the convener may not be limited by the above notice method and time limit, but the convener shall make an explanation at the meeting.
Article 9 contents of meeting notice
The written meeting notice shall at least include the following contents:
(I) time and place of the meeting;
(II) convening method of the meeting;
(III) matters to be considered (meeting proposal);
(IV) the convener and moderator of the meeting, the proposer of the interim meeting and their written proposals;
(V) meeting materials necessary for directors’ voting;
(VI) requirements that directors should attend the meeting in person or entrust other directors to attend the meeting on their behalf;
(VII) contact person and contact information.
The notice of oral meeting shall at least include the contents of items (I) and (II) above, as well as the statement that it is urgent to convene an interim meeting of the board of directors as soon as possible.
Article 10 change of meeting notice
After the notice of the board meeting is issued, if it is necessary to change the time and place of the meeting or add, change or cancel the proposal of the meeting, all directors shall be notified in advance.
Article 11 convening of the meeting
The meeting of the board of directors shall be held only when more than half of the directors are present. When the relevant directors refuse to attend or are lazy to attend the meeting, resulting in failure to meet the minimum number of people required for the meeting, the chairman and the Secretary of the board of directors shall report to the regulatory authority in time.
Supervisors may attend the meetings of the board of directors as nonvoting delegates; The general manager and the Secretary of the board of directors shall attend the meeting of the board of directors as nonvoting delegates. If the chairman of the meeting deems it necessary, he may notify other relevant personnel to attend the meeting of the board of directors as nonvoting delegates.
Article 12 attendance in person and entrusted attendance
In principle, directors shall attend the board meeting in person. If it is unable to attend the meeting in person for some reason, it shall carefully select and entrust other directors in writing to attend the meeting on its behalf. If voting matters are involved, the trustor shall specify in the entrustment the opinions of consent, opposition or abstention on each matter.
The power of attorney shall state:
(1) the name and ID number of the trustor and the trustee;
(II) reasons why the client cannot attend the meeting;
(III) brief comments of the client on each proposal;
(IV) the scope of authorization of the trustor and instructions on the voting intention of the proposal;
(V) signature and date of the trustor and the trustee.
The entrusted director shall submit a written power of attorney to the chairman of the meeting and explain the entrusted attendance on the attendance book of the meeting.
Article 13 restrictions on entrusted attendance
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 convening method of the meeting
The board meeting shall be held on site. If necessary, on the premise of ensuring that the directors can fully express their opinions, the meeting can also be held by video, telephone, fax or e-mail voting with the consent of the convener (host) and the proposer.
The meeting of the board of directors can also be held at the same time as other methods. If the meeting is not held on site, the number of directors attending the meeting shall be calculated by video showing the directors present, the directors who express their opinions in the teleconference, the effective voting votes such as fax or email actually received within the specified time limit, or the written confirmation letter submitted by the directors who have participated in the meeting afterwards.
Article 15 deliberation procedures of the meeting
The chairman of the meeting shall request the directors attending the board meeting to express clear opinions on various proposals one by one.
For proposals that require prior approval of independent directors according to regulations, the meeting host shall designate an independent director to read out the written approval opinions reached by independent directors before discussing relevant proposals.
If a director repeats his speech on the same proposal and his speech exceeds the scope of the proposal, so as to affect the speech of other directors or hinder the normal progress of the meeting, the chairman of the meeting shall stop it in time.
Unless the unanimous consent of all directors present (including those who entrust other directors to attend on their behalf) is obtained, the board meeting shall not vote on the proposal not included in the meeting notice. If a director accepts the entrustment of other directors to attend the meeting of the board of directors on his behalf, he shall separately solicit the opinions of the entrusted director. Otherwise, he shall not vote on the proposal not included in the meeting notice on behalf of other directors, and the voting of the entrusted director on the new proposal shall be deemed as abstention.
Article 16 deliberation of major issues
(I) when deliberating the authorization proposal, the directors shall carefully judge the scope, legality, compliance, rationality and risk of authorization, and pay full attention to whether it exceeds the scope of authorization specified in the articles of association, the rules of procedure of the general meeting of shareholders and the rules of procedure of the board of directors, and whether there are significant risks in the authorized matters. The directors shall continuously supervise the implementation of the authorization of the board of directors.
(II) when considering major investment matters, the directors shall carefully analyze the feasibility and investment prospect of the investment project, and pay full attention to whether the investment project is related to the main business of the listed company, whether the capital source arrangement is reasonable, whether the investment risk is controllable and the impact of the matter on the company.
(III) when deliberating on major transactions, the directors shall understand the reasons for the transactions in detail, carefully assess the impact of the transactions on the company’s financial situation and long-term development, and pay special attention to whether there is any act of covering up the essence of related party transactions and damaging the legitimate rights and interests of the company and minority shareholders by means of non related party transactions.
When considering related party transactions, we should make a clear judgment on the necessity, fairness, true intention and impact on the company of related party transactions, pay special attention to the pricing policy and basis of the transaction, including the fairness of the assessed value, the reasons for the difference between the transaction price of the transaction object and the book value or assessed value, strictly abide by the avoidance system of related directors, and prevent the use of related party transactions to manipulate profits Deliver benefits to related parties and damage the legitimate rights and interests of the company and minority shareholders.
(IV) when considering the proposal of external guarantee, the directors shall actively understand the basic information of the guaranteed object, such as operation and financial status, credit status, tax payment, etc.
The directors shall make a prudent judgment on the compliance and rationality of the guarantee, the ability of the guaranteed party to repay the debt, whether the counter guarantee measures are effective and whether the guarantee risk is controllable.
When deliberating the guarantee proposal for the holding company and joint-stock company, the directors shall focus on whether the holding company and other shareholders of the joint-stock company provide the same proportion of guarantee or counter guarantee and other risk control measures according to the equity ratio, whether the guarantee risk is controllable and whether it damages the interests of listed companies.
(V) when considering matters involving changes in accounting policies, changes in accounting estimates and correction of major accounting errors, the directors shall pay attention to the rationality of the changes or corrections, the impact on the accounting data reported regularly, whether retroactive adjustment is involved, whether it leads to changes in the nature of profits and losses of the company in relevant years, and whether there is a situation of adjusting profits by using these matters.
(VI) when considering major financing proposals, directors should pay attention to whether the company meets the financing conditions, analyze the advantages and disadvantages of various financing methods in combination with the actual situation of the company, and reasonably determine the financing methods.
(VII) when considering the provision of financial assistance, the directors shall actively understand the basic information of the funded party, such as operation and financial status, credit status, tax status, etc., and make a prudent judgment on the compliance and rationality of the provision of financial assistance, the repayment ability of the funded party and the effectiveness of guarantee measures.
When considering providing financial assistance to holding subsidiaries, joint-stock companies with a shareholding ratio of no more than 50% or holding subsidiaries formed by joint investment with related parties, the directors shall pay attention to whether other shareholders of the funded object provide financial assistance according to the proportion of capital contribution and under the same conditions, and whether it damages the interests of the company.
(VIII) when considering the sale or transfer of in-service trademarks, patents, know-how, franchise rights and other assets related to the company’s core competitiveness, the directors shall pay full attention to whether the matter damages the legitimate rights and interests of the company and minority shareholders, and express clear opinions on it. The aforesaid opinions shall be recorded in the minutes of the meeting of the board of directors.
(IX) when considering entrusted financial management matters, the directors shall pay full attention to whether the approval power of entrusted financial management is delegated to the directors or senior managers, whether the relevant risk control systems and measures are sound and effective, and whether the trustee’s integrity records, operating conditions and financial conditions are good.
(x) when considering high-risk matters such as securities investment and derivatives trading, the directors should pay full attention to whether the company has established a special internal control system, whether the investment risk is controllable and whether the risk control measures are effective, whether the investment scale affects the normal operation of the company, whether the source of funds is its own funds, whether there is investment in violation of regulations, etc.
（11） When considering the proposal of changing the purpose of raised funds, the directors shall pay full attention to the rationality and necessity of the change, and make prudent judgment after fully understanding the feasibility, investment prospect, expected income and other conditions of the changed project.
（12） When considering the acquisition and major asset reorganization of the company, the directors shall fully investigate the intention of the acquisition or reorganization, pay attention to the credit status and financial status of the acquirer or the reorganization counterparty, whether the transaction price is fair and reasonable, whether the acquisition or reorganization is in line with the overall interests of the company, and carefully evaluate the impact of the acquisition or reorganization on the financial status and long-term development of the company.
（13） When considering the profit distribution and capital reserve conversion plan, the directors shall pay attention to the compliance and rationality of the plan, and whether it matches the total distributable profits, capital adequacy, growth, sustainable development and other conditions of the company.
When voting on the above-mentioned major matters or other matters that may have a significant impact on the operation of the company, the directors shall express clear opinions on whether they comply with national laws, regulations and relevant provisions and whether they damage the legitimate rights and interests of minority shareholders. The above opinions shall be recorded in the minutes of the meeting of the board of directors.
Article 17 express opinions
The directors shall carefully read the relevant meeting materials and express their opinions independently and prudently on the basis of full understanding of the situation.
Before the meeting, the directors may ask the office of the board of directors, the convener of the meeting, the general manager and other senior managers, various special committees, accounting firms, law firms and other relevant personnel and institutions for the information required for decision-making, or suggest to the host that the representatives of the above personnel and institutions be invited to attend the meeting to explain the relevant situation.
Article 18 voting at the meeting
After the proposal has been fully discussed, the host shall timely request the participating directors to vote on the proposal one by one.
Implementation of voting at the meeting
