Elite Color Environmental Resources Science&Technology Co.Ltd(002998)
Rules of procedure of the board of directors
Chapter I General Provisions
Article 1 in order to standardize the working order and behavior of the board of directors of Elite Color Environmental Resources Science&Technology Co.Ltd(002998) (hereinafter referred to as the "company") and ensure that the board of directors of the company exercises its rights, performs its duties and undertakes its obligations according to law, in accordance with the company law of the people's Republic of China (hereinafter referred to as the company law) and the securities law of the people's Republic of China (hereinafter referred to as the Securities Law) These rules are formulated in accordance with the governance standards of listed companies (hereinafter referred to as the governance standards), the Elite Color Environmental Resources Science&Technology Co.Ltd(002998) articles of Association (hereinafter referred to as the "articles of association") and relevant national regulations.
Article 2 the board of directors of the company shall be responsible for the general meeting of shareholders and exercise its functions and powers in accordance with relevant national laws, regulations and the articles of association.
Chapter II qualification and appointment of directors
Article 3 a director of the company is a natural person. Under any of the following circumstances, he cannot serve as a director of the company. If there are other provisions on the qualifications of independent directors, those provisions shall prevail.
(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, and the expiration of the execution period is less than 5 years, or being deprived of political rights for a crime, and the expiration of the execution period is less than 5 years;
(III) being a director, factory director or general manager of a company or enterprise in bankruptcy liquidation and personally responsible for the bankruptcy of the company or enterprise, less than 3 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(IV) having served as the legal representative of a company or enterprise whose business license has been revoked or ordered to close down due to violation of law, and having personal responsibility, less than 3 years have elapsed since the date of revocation of the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 banned from entering the securities market by the CSRC before the expiration of the time limit;
(VII) 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 or appointment 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 4 the directors shall abide by the provisions of laws, administrative regulations and the articles of association and bear the following obligations of loyalty to the company:
(I) shall not take advantage of his power to accept bribes or other illegal income, and shall not encroach on the company's property; (II) not misappropriate the company's funds;
(III) the company's assets or funds shall not be deposited in an account opened in its own name or in the name of other individuals;
(IV) the company shall not lend money to others without the consent of the shareholders' meeting or provide funds to others without the consent of the board of directors;
(V) not to enter into contracts or conduct transactions with the company in violation of the provisions of the articles of association or without the consent of the general meeting of shareholders;
(VI) without the consent of the general meeting of shareholders, it is not allowed to take advantage of his position to seek business opportunities that should belong to the company for himself or others, and operate businesses similar to the company for himself or for others;
(VII) shall not accept the Commission of trading with the company as his own;
(VIII) not disclose company secrets without authorization;
(IX) it shall not use its affiliated relationship to damage the interests of the company;
(x) other loyalty obligations stipulated in laws, administrative regulations, departmental rules and the articles of association. The income obtained by a director in violation of this article shall be owned by the company; If losses are caused to the company, it shall be liable for compensation.
Article 5 directors shall abide by laws, administrative regulations and the articles of association, and bear the following obligations of diligence to the company:
(I) exercise the rights conferred by the company carefully, seriously and diligently to ensure that the company's business activities comply with the requirements of national laws, administrative regulations and various national economic policies, and that the business activities do not exceed the business scope specified in the business license;
(II) all shareholders should be treated fairly;
(III) timely understand the business operation and management of the company;
(IV) written confirmation opinions shall be signed on the company's periodic reports. Ensure that the information disclosed by the company is true, accurate and complete;
(V) it shall truthfully provide the board of supervisors with relevant information and materials, and shall not hinder the board of supervisors or supervisors from exercising their functions and powers;
(VI) other duties of diligence stipulated in laws, administrative regulations, departmental rules and the articles of association. Article 6 directors shall be elected or replaced by the general meeting of shareholders, and may be removed by the general meeting of shareholders before the expiration of their term of office. The term of office of directors is three years, and they can be re elected and reappointed after the expiration of their term of office.
Before the general meeting of shareholders to elect directors is held, the board of directors shall explain the details of the director candidates to the general meeting of shareholders. The director candidates shall issue a written commitment, agree to accept the nomination, promise that the information of the candidates disclosed by the nominees is true, accurate and complete, and ensure the performance of legal duties after the election.
The term of office of the directors shall be calculated from the date of taking office to the expiration of the term of office of the current board of directors. If a director is not re elected in time after the expiration of his term of office, the original director shall still perform his duties in accordance with laws, administrative regulations, departmental rules and the articles of association before the re elected director takes office.
Directors may be concurrently held by the general manager or other senior managers, but the total number of directors concurrently holding the posts of general manager or other senior managers and directors held by employee representatives shall not exceed one-half of the total number of directors of the company.
Article 7 directors shall attend the meeting of the board of directors in person. 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.
If it is really impossible to attend in person, the director shall entrust other directors to attend on his behalf, and the independent director shall entrust other independent directors to attend on his behalf. If voting matters are involved, the trustor shall specify the opinions of consent, objection or waiver on each matter in the power of attorney.
Article 8 a director may resign before the expiration of his term of office. When a director resigns, he shall submit a written resignation report to the board of directors. The board of directors will disclose relevant information within two days.
If the board of directors of the company is lower than the minimum quorum due to the resignation of directors, the original directors shall still perform their duties in accordance with laws, administrative regulations, departmental rules and the articles of association before the re elected directors take office.
Except for the circumstances listed in the preceding paragraph, the resignation of a director shall take effect when the resignation report is delivered to the board of directors.
Article 9 when a director's resignation takes effect or his term of office expires, he shall complete all handover procedures to the board of directors. His duty of loyalty to the company and shareholders will not be automatically relieved after the end of his term of office and will remain valid for the following reasonable period: his obligation to keep confidential the company's business secrets will remain valid after the end of his term of office until the secrets become public information; The duration of other obligations shall be determined in accordance with the principle of fairness, depending on the length of time between the occurrence of the event and departure, as well as the circumstances and conditions under which the relationship with the company ends.
Article 10 if a director violates the provisions of laws, administrative regulations, departmental rules or the articles of association when performing his duties and causes losses to the company, he shall be liable for compensation.
Chapter III qualification and appointment of independent directors
Article 11 Where there are no special provisions on independent directors in this chapter, the provisions of Chapter II of these Rules shall apply. Article 12 the company establishes an independent director system. Independent directors refer to those who do not hold other positions in the company except directors and have no relationship with the company and its major shareholders that may hinder their independent and objective judgment.
Article 13 independent directors shall meet the following basic conditions:
(I) be qualified to serve as a director of a listed company in accordance with laws, administrative regulations and other relevant provisions; (II) have the independence specified in Article 14 of these rules;
(III) have basic knowledge of the operation of listed companies and be familiar with relevant laws, administrative regulations, rules and rules;
(IV) have more than five years of legal, economic or other work experience necessary to perform the duties of independent directors;
(V) other conditions stipulated in the articles of association.
For 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, shareholders who individually or jointly hold more than 1% of the shares of the company may put forward a challenge or removal proposal to the board of directors of the company. The challenged independent directors shall explain the questioned matters in time and disclose them. The board of directors of the company shall timely convene a special meeting for discussion after receiving relevant queries or removal proposals, and disclose the discussion results.
Article 14 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 work 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 who provide financial, legal and consulting services for the company or its affiliated enterprises;
(VI) other personnel specified in laws, administrative regulations, departmental rules and the articles of Association;
(VII) other personnel recognized by the CSRC.
Article 15 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, which shall be elected and decided by the general meeting of shareholders.
Article 16 the nominee of an independent director shall obtain the consent of the nominee before nomination. The nominee shall fully understand the nominee's occupation, education background, professional title, detailed work experience and all part-time jobs, and express his opinions on his qualification and independence as an independent director. The nominee shall make a public statement that there is no relationship between himself and the company that affects his independent objective judgment.
Before the shareholders' meeting for the election of independent directors is held, the board of directors of the company shall publish the above contents in accordance with the provisions. Article 17 before the general meeting of shareholders to elect independent directors is held, the board of directors of the company shall submit relevant materials of all nominees to the stock exchange at the same time. If the board of directors of the company has any objection to the relevant information of the nominee, it shall submit the written opinions of the board of directors at the same time.
Article 18 The term of office of independent directors is the same as that of other directors. Upon expiration of the term of office, they can be re elected, but the term of re-election shall not exceed six years.
Article 19 If an independent director fails to attend the meeting of the board of directors in person for three consecutive times, the board of directors shall request the general meeting of shareholders to replace him. In addition to the above circumstances and the circumstances stipulated in the company law and the articles of association that an independent director shall not serve as a director or independent director, the independent director shall not be removed without reason before the expiration of his term of office. In case of early dismissal, the company shall disclose the dismissal of independent directors as a special disclosure matter. If the dismissed independent directors believe that the company's reasons for dismissal are improper, they can make a public statement.
Article 20 an independent director may resign before the expiration of his term of office. When an independent director resigns, he shall submit a written resignation report to the board of directors to explain any situation related to his resignation or deemed necessary to attract the attention of shareholders and creditors of the company.
If the proportion of independent directors in the board of directors of the company is less than one-third of the number of directors due to the resignation of independent directors, the resignation report of the independent director shall take effect after the next independent director fills the vacancy. Article 21 in addition to the functions and powers conferred on directors by the company law, other relevant laws and regulations and the articles of association, independent directors shall also have the following special functions and powers:
(I) major related party transactions concluded between the company and related parties (referring to related party 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) shall be approved by independent directors and submitted to the board of directors for discussion. Before making a judgment, independent directors can hire an intermediary to issue an independent financial consultant report as the basis for their judgment;
(II) propose to the board of directors to employ or dismiss the accounting firm;
(III) propose to the board of directors to convene an extraordinary general meeting of shareholders;
(IV) propose to convene the board of directors;
(V) publicly solicit voting rights from shareholders before the general meeting of shareholders;
(VI) independently employ external audit institutions and consulting institutions to audit and consult the specific matters of the company;
Independent directors shall obtain the consent of more than half of all independent directors when exercising the functions and powers in items (I) to (V) above. The exercise of functions and powers in Item (VI) requires the consent of all independent directors. If the above proposal is not adopted or the above functions and powers cannot be normally exercised, the company shall disclose the relevant information. Items (I) (II) can be submitted to the board of directors for discussion only after more than half of the independent directors agree.
Article 22 in addition to performing the duties and rights described in the preceding article, independent directors 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' existing or new loans or other capital transactions with a total amount of more than 3 million yuan or more than 5% of the company's recently audited net asset value, 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 stipulated by laws, administrative regulations, CSRC and the articles of association.
Independent directors shall express one of the following opinions on the matters mentioned in the preceding paragraph: agree; Reservations and reasons; Objections and their reasons; Inability to express opinions and its obstacles.
In the annual report, the independent directors shall make a special description of the company's accumulated and current external guarantees, and express independent opinions.
If the relevant matters need to be disclosed, the company shall announce the opinions of the independent directors. If the independent directors have different opinions and can not reach an agreement, the board of directors shall disclose the opinions of each independent director separately. Chapter IV composition and authority of the board of directors
Article 23 the board of directors of the company is composed of seven directors, including three independent directors and one chairman.
Article 24 the board of directors shall exercise the following functions and powers:
(I) convene the general meeting of shareholders and report its work to the general meeting;
