Rules of procedure of the board of directors
Chapter I General Provisions
Article 1 Tong Petrotech Corp(300164) (hereinafter referred to as “the company”) in order to clarify the duties and authorities of the board of directors, standardize the meetings and working procedures of the board of directors, ensure that the board of directors and directors of the company faithfully perform their duties and safeguard the interests of the company and shareholders, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and other relevant provisions and the articles of association of Tong Petrotech Corp(300164) company (hereinafter referred to as “the articles of association”), These rules of procedure are formulated
Article 2 the board of directors is the executive body of the general meeting of shareholders. It is responsible for the major business decisions of the company and the general meeting of shareholders when the general meeting of shareholders is not in session.
Chapter II composition and subordinate institutions of the board of directors
Article 3 the board of directors of the company consists of five directors, including two independent directors and three non independent directors. The board of directors has one chairman and one vice chairman. The chairman and vice chairman are elected by the board of directors by more than half of all directors
Article 4 the board of directors shall establish three special committees: Strategy Committee, audit committee and salary and assessment committee. The board of directors may establish other special committees as needed.
The members of the special committee are all composed of directors. The independent directors in the strategy committee, audit committee and salary and assessment committee shall account for the majority and act as the convener. At least one independent director in the audit committee shall be an accounting professional
Article 5 the main responsibilities of the strategy committee are:
(I) study the company’s long-term development strategic planning and put forward suggestions;
(II) study and put forward suggestions on major investment and financing schemes that must be approved by the board of directors according to the articles of Association;
(III) study and put forward suggestions on major capital operation and asset management projects that must be approved by the board of directors according to the articles of Association;
(IV) study and put forward suggestions on other major issues affecting the development of the company;
(V) check the implementation of the above matters;
(VI) other matters authorized by the board of directors.
Article 6 the main responsibilities of the audit committee are:
(I) propose to hire or replace the external audit institution;
(II) supervise the company’s internal audit system and its implementation;
(III) be responsible for the communication between internal audit and external audit;
(IV) review the company’s financial information and its disclosure;
(V) review the company’s internal control system;
(VI) other matters authorized by the board of directors
Article 7 the main responsibilities of the remuneration and assessment committee are:
(I) study the assessment standards of directors, supervisors, President and other senior managers, conduct assessment and put forward suggestions;
(II) study and review the remuneration policies and plans of directors, supervisors, presidents and other senior managers; (III) organize and formulate medium and long-term incentive plans for directors, supervisors, President, other senior managers and employees of the company;
(IV) other matters authorized by the board of directors.
Article 8 each special committee shall be responsible to the board of directors, and the proposals of each special committee shall be submitted to the board of directors for review and decision
Article 9 each special committee may hire an intermediary to provide professional advice, and the relevant expenses shall be borne by the company. Article 10 the special committee of the board of directors shall formulate working rules, which shall come into effect after being approved by the board of directors
Article 11 the Secretary 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 or securities affairs representative shall also be the person in charge of the Secretary Office of the board of directors and keep the seals of the board of directors and the Secretary Office of the board of directors
Chapter III functions and powers of the board of directors
Article 12 the board of directors shall conscientiously perform its duties stipulated in relevant laws, regulations and the articles of association, ensure that the company complies with the provisions of laws, regulations and the articles of association, treat all shareholders fairly, and pay attention to the interests of other stakeholders
Article 13 the board of directors shall exercise the following functions and powers according to law:
(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) decide to purchase the company’s shares under the circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of Association;
(IX) 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;
(x) decide on the establishment of the company’s internal management organization;
（11） Decide to 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, vice president in charge of financial work and other senior managers, and decide on their remuneration, rewards and punishments;
（12） Formulate the basic management system of the company;
（13） Formulate the amendment plan of the articles of Association;
（14） Manage the information disclosure of the company;
（15） Propose to the general meeting of shareholders to hire or replace the accounting firm audited by the company;
（16） Listen to the work report of the president of the company and check the work of the president;
（17） Formulate the establishment plan of each professional committee of the board of directors and determine its composition;
（16） Other functions and powers conferred by laws, administrative regulations, departmental rules or the articles of association, as well as by the general meeting of shareholders.
Unless otherwise provided by laws, administrative regulations and the articles of association, the board of directors may delegate some of its functions and powers to the chairman, one or more other directors or president. The authorization of the board of directors shall be clear and specific
Article 14 the board of directors shall determine the authority of external investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management and connected transactions, and 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.
The decision-making authority of the board of directors is as follows:
(I) transaction (except for providing guarantee and financial assistance, the contents can refer to the contents specified in Article 42 of the articles of association)
1. Except for any of the following matters that should be considered and disclosed by the board of directors in a timely manner:
(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 evaluation 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 relevant net profit of the transaction object (such as equity) in the latest accounting year accounts for more than 10% of the audited net profit of the company in the latest accounting year, and the absolute amount exceeds 1million yuan;
(4) The transaction amount (including debts and expenses) of the transaction accounts for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan;
(5) The profit generated from the transaction 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.
2. If the data involved in the above index calculation is negative, take its absolute value for calculation.
3. Similar transactions related to the subject matter of the company’s transactions within 12 months shall be submitted to the competent authority for deliberation in accordance with the principle of cumulative calculation. If the relevant decision-making procedures have been performed in accordance with the provisions, they will not be included in the relevant cumulative calculation scope.
4. In the event of a “purchase or sale of assets” transaction, the higher of the total assets and the transaction amount shall be taken as the calculation standard, and the cumulative calculation shall be made within 12 consecutive months according to the type of transaction. If the cumulative calculation reaches 30% of the latest audited total assets, it shall be submitted to the general meeting of shareholders for deliberation and approved by more than two-thirds of the voting rights held by the shareholders attending the meeting. If the relevant decision-making procedures have been performed in accordance with the provisions, they will not be included in the relevant cumulative calculation scope.
(II) external guarantee
1. The external guarantee of the company must be reviewed and approved by the board of directors or the general meeting of shareholders. The company shall not provide guarantee without the deliberation and approval of the board of directors or the general meeting of shareholders.
2. External guarantees other than those specified in paragraph 1 of Article 43 of the articles of association shall be deliberated and approved by the board of directors. 3. When the board of Directors considers the external guarantee, it shall obtain the consent of more than two-thirds of the directors present at the board of directors, and shall not be less than one-half of all the directors of the board of directors.
(III) provide financial assistance
1. The financial assistance provided by the company must be reviewed and approved by the board of directors or the general meeting of shareholders. The company shall not provide financial assistance without the deliberation and approval of the board of directors or the general meeting of shareholders.
2. If the financial aid falls into one of the following circumstances, it shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors: (1) the latest audited asset liability ratio of the aided object exceeds 70%;
(2) The amount of single financial assistance or the cumulative amount of financial assistance provided within 12 consecutive months exceeds 10% of the company’s latest audited net assets;
(3) Other circumstances stipulated by the stock exchange or the articles of association.
3. Other financial assistance matters other than the above financial assistance that should be submitted to the general meeting of shareholders for deliberation shall be deliberated and approved by the board of directors.
4. When considering the provision of financial assistance, the board of directors shall obtain the consent of more than two-thirds of the directors present at the board of directors, and shall not be less than one-half of all the directors of the board of directors.
5. If the object of subsidy is a holding subsidiary within the scope of the company’s consolidated statements and the shareholding ratio exceeds 50%, it can be exempted from being submitted to the board of directors or the general meeting of shareholders for deliberation.
6. The company shall not provide financial assistance to directors, supervisors, senior managers, controlling shareholders, actual controllers and their controlling subsidiaries.
(IV) related party transactions
1. If the proposed transaction between the company and related parties (except the provision of guarantee) meets one of the following circumstances, it shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
(1) Related party transactions with the amount of transactions between the company and related parties exceeding 30 million yuan and accounting for more than 5% of the absolute value of the company’s latest audited net assets;
(2) The company provides guarantee for related parties (regardless of amount);
(3) There is no specific transaction amount in the written agreement signed between the company and related parties;
(4) Although it is a connected transaction that the board of directors has the right to judge and implement, the number of non connected directors attending the board of directors is less than three.
2. If the related party transactions (except providing guarantee and financial assistance) between the company and related parties meet any of the following circumstances, they shall be submitted to the board of directors for deliberation and approval:
(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.
(1) The company participates in public bidding and public auction for unspecified objects (excluding restricted methods such as bidding invitation); (2) Transactions in which the company unilaterally obtains benefits, including receiving cash assets, obtaining debt relief, accepting guarantees and subsidies, etc;
(3) The pricing of related party transactions is stipulated by the state;
(4) The related party provides funds to the 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;
(5) The company provides products and services to directors, supervisors and senior managers under the same trading conditions as non related parties.
4. The types of the above-mentioned connected transactions are determined in accordance with Article 7.2.1 of the GEM Listing Rules of Shenzhen Stock Exchange.
5. When the board of directors and the general meeting of shareholders consider related party transactions, related directors and shareholders shall withdraw from voting. If the above transactions are required by laws, regulations, normative documents and the articles of association to be submitted to the general meeting of shareholders for deliberation and decision, they shall be submitted to the general meeting of shareholders for deliberation and decision after being deliberated and approved by the board of directors.
Chapter IV board meeting system
Article 15 regular meetings
The meetings of the board of directors are divided into regular meetings and interim meetings. The board of directors shall hold regular meetings at least once a year in the previous two and a half years
Article 16 proposals of regular meetings
Before issuing the notice of convening the regular meeting of the board of directors, the Secretary Office of the board of directors shall fully solicit the opinions of all directors, preliminarily form the meeting proposal and submit it to the chairman for formulation. Before formulating the proposal, the chairman shall solicit the opinions of the president and other senior managers as necessary
Article 17 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;
(VI) when proposed by the president;
(VIII) other circumstances stipulated in the articles of association
Article 18 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 Secretary Office of the board of directors or directly. The written proposal shall specify the following matters:
(I) the name of the proposer;
(II) the reasons for the proposal or the 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
