Leyard Optoelectronic Co.Ltd(300296)
Rules of procedure of the board of directors
Leyard Optoelectronic Co.Ltd(300296)
Rules of procedure of the board of directors
Chapter I General Provisions
Article 1 in order to further improve the governance structure of Leyard Optoelectronic Co.Ltd(300296) (hereinafter referred to as "the company"), clarify the terms of reference of the board of directors, standardize the internal structure and operation procedures of the board of directors, and ensure the efficiency and scientific decision-making of the board of directors, 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 of procedure are hereby formulated in accordance with the provisions of the standards for the governance of listed companies, the Listing Rules of Shenzhen Stock Exchange gem and the Leyard Optoelectronic Co.Ltd(300296) articles of Association (hereinafter referred to as the "articles of association").
Article 2 the board of directors shall have a reasonable professional structure, and its members shall have the knowledge, skills and quality necessary for performing their duties.
Article 3 the board of directors is the decision-making body of the company's operation and management, safeguarding the interests of the company and all shareholders, enjoying full power to operate and manage the company within the scope authorized by the articles of association and the general meeting of shareholders, and responsible for the decision-making of the company's development objectives and major business activities.
Article 4 the board of directors represents the company externally, and the chairman is the legal representative of the company.
Chapter II chairman and powers
Article 5 the chairman of the board of directors of the company shall be elected and removed by more than half of all directors. Article 6 the chairman of the board of directors shall exercise the following functions and powers:
(I) preside over the general meeting of shareholders, convene and preside over the meeting of the board of directors, and lead the daily work 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) sign the "power of attorney of legal person" to the general manager and other personnel of the company according to business needs;
(VIII) nominate candidates for the general manager and Secretary of the board of directors to the board of directors;
(IX) according to the decision of the board of directors, sign and issue the appointment and removal documents of the general manager, deputy general manager, financial director, Secretary of the board of directors and other senior managers;
(x) based on the principles of science, efficiency and prudence, the Chairman performs some functions and powers of the board of directors on behalf of the board of directors when the board of directors is not in session:
1. Listen to the report of the general manager of the company on the implementation of production and operation plans and investment plans;
2. Listen to the report of the general manager of the company on the implementation of the company's financial budget;
3. Listen to the general manager's report on the implementation of the company's basic management system;
4. General manager's inspection;
5. The chairman has the right to request the general manager to organize relevant departments to hold special meetings when he deems it necessary. （11） Other functions and powers authorized by the board of directors.
Article 7 the chairman of the board of directors may exercise part of the functions and powers of the board of directors with the authorization of the board of directors in accordance with the provisions of the articles of association, and shall submit the relevant implementation to the latest board of directors in writing for filing. The chairman has no right to decide any matter beyond the scope of authorization, and shall timely propose to convene the board of directors for collective discussion and decision.
Article 8 the company shall establish a regular report system for the chairman of the board of directors. The chairman of the board of directors shall submit a written report to the board of directors every quarter to report the major production and operation events of the company in this quarter to the board of directors. The board of directors shall consider the above written report of the chairman at the meeting. If more than 1 / 2 of the directors or more than 2 / 3 of the independent directors have objections to the report of the chairman, they may apply to the board of directors to review the report of the chairman.
Article 9 if the chairman of the company is unable or fails to perform his duties, a director jointly recommended by more than half of the directors shall perform his duties.
Chapter III board of directors and powers
Article 10 the company shall establish a board of directors according to law. Entrusted by the general meeting of shareholders, the board of directors is responsible for the operation and management of the company's corporate property. It is the business decision-making center of the company and is responsible for the general meeting of shareholders.
Article 11 the board of Directors consists of five directors, including two independent directors and one chairman.
Article 12 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 the company's major acquisition, acquisition of the company's shares or merger, division, dissolution and change of company form;
(VIII) decide on the establishment of the company's internal management organization;
(IX) within the scope authorized by the general meeting of shareholders or the articles of association, 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; (x) decide on the appointment or dismissal of the company's manager, the Secretary of the board of directors and other senior managers, and decide on their remuneration, rewards and punishments; According to the nomination of the 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 amendment plan of the articles of Association;
（12） Formulate the basic management system of the company;
（13） Formulate the company's information disclosure system and manage information disclosure matters;
（14） Propose to the general meeting of shareholders to hire or replace the certified public accounting firm audited by the company;
（15） Listen to the work reports of the company's general manager and other senior managers and check their work;
（16） Other functions and powers authorized by laws, administrative regulations, departmental rules or the articles of association, as well as the general meeting of shareholders.
Article 13 the board of directors shall report to the general meeting of shareholders on the performance and performance evaluation results of directors and disclose them.
Article 14 the board of directors of the company shall explain to the shareholders' meeting the non-standard audit opinions issued by the certified public accountant on the company's financial report.
Article 15 the board of directors shall, at the annual general meeting of shareholders, report to the general meeting of shareholders on the implementation of the matters to be handled by the board of directors in the resolutions of the general meeting of shareholders since the previous annual general meeting of shareholders.
Article 16 the authority of the board of directors to examine and approve major matters of the company is as follows:
(I) external guarantee: the board of directors is responsible for examining and approving external guarantee matters other than those specified in Article 42 of the articles of Association; The resolution of the board of directors on external guarantee shall be adopted by more than 2 / 3 of the directors present at the meeting;
(II) purchase and sale of major assets, mortgage, pledge, sale or scrapping of major assets for business use: the board of directors is responsible for examining and approving the purchase and sale of major assets other than those specified in paragraph 14 of Article 41 of the articles of association, and mortgage, pledge, sale or scrapping of major assets for business use;
(III) financial assistance: the board of directors is responsible for examining and approving financial assistance matters other than those specified in Article 43 of the articles of Association (except for those funded by holding subsidiaries within the scope of the company's consolidated statements and with a shareholding ratio of more than 50%), which shall be submitted to the shareholders' meeting for deliberation after being deliberated and approved by the board of directors; The resolution of the board of directors on the financial assistance of the company shall be adopted by more than 2 / 3 of the directors present at the meeting;
At the same time, according to the actual situation of the company and the principle of prudent authorization, the board of directors granted the chairman the following approval authority: to consider the purchase and sale of major assets within one year, accounting for less than 5% of the company's latest audited total assets; Review the mortgage, pledge, sale or scrapping of the company's main business assets, accounting for less than 5% of the assets at one time.
The aforesaid authorization of the board of directors is valid for a long time.
(IV) other major transactions:
Any other major transaction approved by the board of directors shall meet one of the following standards:
1. The total assets involved in the transaction account for more than 5% 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 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 5% of the audited operating income of the company in the latest fiscal year, and the absolute amount exceeds 10 million yuan;
3. The net profit related to the transaction object (such as equity) in the latest fiscal year accounts for more than 5% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan;
4. The transaction amount (including debts and expenses) of the transaction accounts for more than 5% 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 5% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
According to the actual situation of the company and the principle of prudent authorization, the board of directors authorizes the chairman of the board of directors to examine and approve other major transactions beyond the deliberation authority of the general meeting of shareholders and the board of directors specified in paragraph 14 of Article 41 of the articles of association and the preceding paragraph of this article. The aforesaid authorization of the board of directors is valid for a long time.
Article 17 the board of directors has the right to consider the following connected transactions (except for providing guarantee and financial assistance): (I) connected transactions with connected natural persons with a transaction amount of more than 300000 yuan;
(II) related party transactions with 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.
If the amount of connected transactions fails to meet the standards specified in the preceding paragraph, it shall take effect after being approved by the chairman of the company; Except that the chairman himself or his close family members are the counterparty.
Article 18 If the matters mentioned in Articles 16 and 17 of these rules of procedure involve other laws, administrative regulations, departmental rules, normative documents or the articles of association, their provisions shall prevail.
Chapter IV Special Committees
Article 19 the board of directors has a strategy committee, an audit committee, a remuneration and assessment committee and a nomination committee to provide advice and suggestions for major decisions of the board of directors. The members of the special committee are composed of three directors. Except for the strategy committee, the independent directors of the other special committees shall account for more than half and serve as the convener. The audit committee shall be headed and convened by an independent director of the accounting profession.
Article 20 the board of directors is responsible for formulating the working rules of each special committee.
Chapter V convening of board meeting
Article 21 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.
The notice of the board meeting includes the following contents:
(I) time, place and duration 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) the requirement that directors should attend the meeting in person or entrust other directors to attend the meeting on their behalf;
(VI) contact person and contact information
(VII) date of notice.
Article 22 under any of the following circumstances, the chairman of the board of directors shall convene an interim meeting of the board of directors within three days: (I) when more than one-third of the directors jointly propose;
(II) when proposed by the board of supervisors;
(III) shareholders representing more than one tenth of the voting rights propose.
Article 23 the notice method of the board of directors convening an interim board meeting is as follows: each meeting shall be notified to all directors and supervisors in writing three days before the meeting is held. However, in case of emergency, the directors and supervisors can notify the convening of the interim meeting of the board of directors at any time according to the telephone, fax, express mail, registration, air mail and other communication methods retained by the directors and supervisors in the company. Once the above methods are made, they shall be deemed to have been delivered to them. A director shall be deemed to have given notice of a meeting if he is present at the meeting and fails to give notice of the meeting at the beginning of the meeting. The interim meeting of the board of directors can be held by fax, e-mail, telephone and other means on the premise that the directors can fully express their opinions. If the company's notice is sent by e-mail, the date of E-mail shall be deemed as the date of delivery, but the company shall notify the recipient by telephone from the date of e-mail, and keep the e-mail sending record and e-mail receipt until the resolution is signed.
Article 24 the meeting of the board of directors shall be held in strict accordance with the prescribed procedures. While issuing the notice of the board meeting, the board of directors shall provide all directors with sufficient materials, including relevant background materials of the meeting topics and information and data that are helpful for directors to understand the business progress of the company. When two or more independent directors consider that the information is insufficient or the argument is unclear, they can jointly propose in writing to the board of directors to postpone the meeting of the board of directors or postpone the consideration of the matter, which shall be adopted by the board of directors.
Article 25 all proposals that need to be submitted to the board of directors for discussion shall be collected by the Secretary of the board of directors and submitted to the board of directors for discussion and resolution.
Chapter VI preparation of board meeting
Article 26 before the meeting of the board of directors, the Secretary of the board of directors shall be responsible for preparing all the materials of the meeting, and delivering the relevant documents and information together with the meeting notice to all directors ten days before the regular meeting or three days before the interim meeting for comments.
Article 27 all directors shall carefully review the meeting materials. If they have any modification opinions on the meeting materials, they shall put forward written modification opinions three days before the regular meeting or two days before the interim meeting, so that the Secretary of the board of directors can improve the meeting materials and improve the efficiency of the meeting.
Article 28 the Secretary of the board of directors shall inform all directors of the meeting time, place, main topics and other contents in advance. If a director is unable to attend the meeting for some reason, he shall ask for leave from the chairman and entrust other directors to vote as required. If a director fails to attend the board meeting in person or entrust other directors to attend the board meeting for two consecutive times, he shall be deemed unable to perform his duties, and the board of directors shall recommend the general meeting of shareholders to replace him.
Article 29 for the matters that need to be submitted to the board of directors for consideration by the company's executive management headed by the general manager, they shall be submitted to the Secretary of the board of directors 15 days in advance, and relevant materials shall be prepared in advance. The views of the meeting materials should be clear, the reasons should be sufficient, and the data should be true. The materials submitted by the executive management to the board of directors for consideration must be signed by the general manager or senior executives and sealed with the official seal
