Vanfund Urban Investment&Development Co.Ltd(000638)
Rules of procedure of the board of directors
Chapter I General Provisions
Article 1 in order to further clarify the responsibilities and authorities of the board of directors, standardize the internal organization and operation procedures of the board of directors, and give full play to the central role of the board of directors in business decision-making, 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 (hereinafter referred to as the Securities Law), the Vanfund Urban Investment&Development Co.Ltd(000638) articles of Association (hereinafter referred to as the articles of association) and relevant provisions, Formulate these rules. Chapter II composition of the board of directors
Article 2 the company has a board of directors, which is responsible for the general meeting of shareholders.
Article 3 the board of directors is composed of nine directors, with one chairman and one vice chairman. The chairman and vice chairman shall be elected by the board of directors by more than half of all directors. Directors are natural persons and do not need to hold shares in the company. All directors of the company have the duty of loyalty and diligence to the company in accordance with laws, administrative regulations, departmental rules and the articles of association.
Article 4 the members of the board of directors of the company shall have more than 1 / 3 independent directors, including at least one accounting professional.
Article 5 directors shall be elected or replaced by the general meeting of shareholders. Each term of office is three years. The term of office shall be calculated from the date of adoption by the general meeting of shareholders to the expiration of the term of office of the current board of directors. A director may be re elected upon expiration of his term of office. Before the expiration of a director’s term of office, the general meeting of shareholders shall not remove him without reason.
Article 6 if a director leaves office for some reason, the term of office of the by elected director shall be calculated from the date of adoption of the general meeting of shareholders 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 as a director in accordance with laws, administrative regulations, departmental rules and the articles of association before the re elected director takes office. In order to maintain the continuity and stability of the company’s work, except for the resignation of directors, the number of directors to be replaced during the term of office of the board of directors shall not exceed one fourth of the total number of directors.
The director may be concurrently held by the general manager or other senior managers, but the total number of directors concurrently holding the post of general manager or other senior managers and directors held by employee representatives shall not exceed 1 / 2 of the total number of directors of the company.
Article 7 the board of directors has a strategy committee, an audit committee, a remuneration and Nomination Committee and a nomination committee. The members of the special committee are all composed of directors, among which the independent directors of the audit committee, the remuneration and Nomination Committee and the nomination committee shall account for the majority and act as the convener. At least one independent director of the audit committee is an accounting professional.
Each special committee may set up a working group to be responsible for daily work liaison and meeting organization.
The detailed rules for the implementation of the duties, procedures and other work of the special committees of the board of directors shall be formulated separately by the board of directors. Article 8 the board of directors shall have a secretary of the board of directors. The Secretary of the board of directors shall obtain the qualification certificate of secretary of the board of directors issued by the stock exchange before the board of directors deliberates its employment proposal, be responsible for the preparation of the general meeting of shareholders and the meeting of the board of directors, manage the company’s equity, securities and relevant legal documents and files, as well as the relevant materials of the board of directors, and handle information disclosure and other matters. The Secretary of the board of directors shall be nominated by the chairman and appointed or dismissed by the board of directors.
The Secretary of the board of directors shall abide by the relevant provisions of laws, administrative regulations, departmental rules and the articles of association.
Article 9 the Secretary of the board of directors may organize personnel to undertake the daily work of the board of directors.
Chapter III functions and powers of the board of directors and the chairman
Article 10 the board of directors of the company shall exercise its functions and powers within the scope specified in the company law, the securities law, the articles of association and these rules.
The board of directors shall act in strict accordance with the authorization of the general meeting of shareholders and the articles of association of the company, and shall not form resolutions beyond its authority.
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) draw up plans for major acquisitions, repurchases of the company’s shares or mergers, divisions and dissolution of the company; (VIII) 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 and other matters;
(IX) decide on the establishment of the company’s internal management organization;
(x) decide on the appointment or dismissal of the general manager, the 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 general manager, decide to 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 granted by laws, administrative regulations, departmental rules or the articles of association.
Article 11 the board of directors of the company shall explain the qualified audit report issued by the certified public accountant on the company’s financial report to the general meeting of shareholders.
Article 12 Where the company has foreign investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management and related party transactions, and the transaction amount does not meet the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, it shall be submitted to the general meeting of shareholders for deliberation and approval, which shall be deliberated and approved by the board of directors. The board of directors may decide to authorize the management of the company within the above scope of authority. The specific scope of authorization is determined in the related party transaction management system, foreign guarantee management system and foreign investment management system. The board of directors and the management of the company shall strictly review the transaction matters, perform the corresponding decision-making procedures, and organize relevant experts and professionals to review the major matters.
Article 13 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 company’s shares, corporate bonds and other securities;
(IV) sign important documents of the board of directors and other documents that should be signed by the legal representative of the company; (V) exercise the functions and powers of the legal representative;
(VI) 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 and the general meeting of shareholders afterwards; (VII) other functions and powers granted by the board of directors are:
1. Decide to approve the expenses related to daily operation of more than 3 million yuan;
2. Decide to sign major procurement, sales, project contracting, provision of labor services, bank loans and other contracts related to daily operation of more than 3 million yuan;
3. Decide on related party transactions with related parties with an amount of less than 10 million, or more than 10 million, but accounting for less than 2% of the absolute value of the company’s latest audited net assets (except for external guarantee);
4. In addition to the provisions of article 6.1.9 (financial assistance) and article 6.1.10 (provision of guarantee) of the Listing Rules of Shenzhen Stock Exchange, determine the transactions within the following authority of the company:
(1) The total assets involved in the transaction account for less than 35% of the company’s total assets audited in the latest period. If the total assets involved in the transaction have both book value and assessed value, the higher one shall prevail;
(2) The net assets involved in the transaction object (such as equity) account for less than 35% of the company’s latest audited net assets, or more than 35% but the absolute amount is less than 35 million yuan. If the net assets involved in the transaction have both book value and assessed value, the higher one shall prevail;
(3) The relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for less than 35% or more of the audited operating income of the company in the latest fiscal year, but the absolute amount is less than 35 million yuan;
(4) The related net profit of the transaction object (such as equity) in the latest fiscal year accounts for less than 35% of the audited net profit of the company in the latest fiscal year, or more than 35%, but the absolute amount is less than 3.5 million yuan;
(5) The transaction amount (including debts and expenses) of the transaction accounts for less than 35% of the company’s latest audited net assets, or more than 35%, but the absolute amount is less than 35 million yuan;
(6) The profit generated from the transaction accounts for less than 35% or more of the audited net profit of the company in the latest fiscal year, but the absolute amount is less than 3.5 million yuan.
If the data involved in the above index calculation is negative, its absolute value shall be taken for calculation.
Article 14 the vice chairman of the company shall assist the chairman in his work. If the chairman is unable or fails to perform his duties, the vice chairman shall perform his duties; If the vice 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 convening and presiding over meetings of the board of directors
Article 15 the board of directors shall hold at least two meetings every year, which shall be convened by the chairman of the board of directors, and all directors and supervisors shall be notified in writing 10 days before the meeting is held.
Article 16 shareholders representing more than 1 / 10 of the voting rights, more than 1 / 3 of the directors or the board of supervisors may propose to convene an interim meeting of the board of directors. The chairman of the board of directors shall convene and preside over the meeting of the board of directors within 10 days after receiving the proposal.
Article 17 the notice of the meeting of the board of directors shall be sent by special person, fax, SMS, e-mail, etc; The time limit for notification is two days before the meeting.
In case of special circumstances requiring the board of directors to make a resolution immediately, for the purpose of the interests of the company, the chairman of the board of directors may convene an interim meeting of the board of directors without being limited by the notice method and time limit in the preceding paragraph.
Article 18 the meeting of the board of directors shall be convened and presided over by the chairman; If the chairman is unable or fails to perform his duties, the vice chairman shall convene and preside over the meeting; 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.
Chapter V notice of board meeting
Article 19 the notice of the meeting of the board of directors shall at least include the following contents:
(I) date and place of the meeting;
(II) duration of the meeting;
(III) reasons and topics;
(IV) date of notice.
Chapter VI convening of board meeting
Article 20 the meeting of the board of directors shall be held only when more than half of the directors are present. Each director shall have one vote. A resolution made by the board of directors must be adopted by more than half of all directors.
Article 21 the general manager and the Secretary of the board of directors shall attend the meetings of the board of directors as nonvoting delegates; Supervisors may attend the meetings 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. Those attending the meeting as nonvoting delegates have the right to express opinions on relevant issues, but have no right to vote.
Article 22 the meeting of the board of directors shall be attended by directors in person. If a director is unable to attend for some reason, he may entrust other directors in writing to attend on his behalf. The power of attorney shall specify the name, agency matters, authority and validity period of the representative, 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. The directors shall not make or accept the entrustment without voting intention, discretionary entrustment or entrustment with unclear scope of authorization. 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.
A director shall not accept the entrustment of more than two directors to attend the meeting on his behalf at a meeting of the board of directors. Article 23 the meeting of the board of directors shall not vote on the proposal not included in the meeting notice.
Article 24 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.
Chapter VII voting at board meetings
Article 25 the voting at the meeting of the board of directors shall be one person, one vote. A resolution made by the board of directors must be adopted by more than half of all directors.
Article 26 voting method for resolutions of the board of directors: open ballot. On the premise that the directors can fully express their opinions, the board meeting can be held by means of communication voting (including but not limited to telephone, video, fax, e-mail, etc.) and make resolutions, which shall be signed by the participating directors.
Article 27 the voting intentions of directors are divided into consent, objection and abstention. The directors attending the meeting shall choose one of the above intentions. If they do not choose or choose more than two intentions at the same time, they shall be deemed to have abstained.
Article 28 under the following circumstances, the directors shall withdraw from voting on relevant proposals:
(I) other circumstances specified in the articles of association of the company that must be avoided due to the connection between the directors and the matters involved in the meeting proposal;
(II) other circumstances under which directors should withdraw as stipulated by laws and regulations.
In the case that the directors avoid voting, the relevant board meeting can be held when more than half of the unrelated directors are present, and the formation of a resolution must be passed by more than half of the unrelated directors. Affiliated directors shall not exercise voting rights on behalf of other directors. If the number of unrelated directors attending the meeting is less than three, the matter shall be submitted to the general meeting of shareholders for deliberation.
Article 29 the Secretary of the board of directors shall arrange staff to make records of the meetings of the board of directors. The minutes of the meeting shall include the following contents:
(I) the date and place of the meeting and the name of the convener;
(II) the names of the directors present and the directors (agents) entrusted to attend the board of directors; (III) agenda of the meeting;
(IV) key points of directors’ speech;
(V) voting method of each resolution
