Beijing Thunisoft Co.Ltd(300271)
Rules of procedure of the board of directors
April, 2002
Chapter I General Provisions
Article 1 in order to standardize the discussion methods and decision-making procedures of the board of directors of Beijing Thunisoft Co.Ltd(300271) (hereinafter referred to as “the company”), promote the directors and the board of directors to effectively perform their duties, and improve the standard operation and scientific decision-making level of the board of directors, 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, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on GEM and other laws and regulations These rules are formulated in normative documents, other relevant provisions of Shenzhen Stock Exchange (collectively referred to as “laws and regulations”) and Beijing Thunisoft Co.Ltd(300271) articles of Association (hereinafter referred to as “articles of association”).
Article 2 the board of directors shall exercise its rights within the scope of its duties in accordance with the relevant provisions of laws, regulations and the articles of association and the functions and powers conferred by the general meeting of shareholders, ensure that the company complies with the provisions of laws, regulations and the articles of association, treat all shareholders fairly, and safeguard the legitimate rights and interests of other stakeholders.
Article 3 the board of directors has an office under the board of directors, which is led by the Secretary of the board of directors and is responsible for the daily affairs of the board of directors.
Chapter II composition and powers of the board of directors
Article 4 the company has a board of directors, which is responsible for the general meeting of shareholders.
Article 5 the board of directors is composed of 9 directors, including 3 independent directors.
The board of directors shall have one chairman, who shall be elected by more than half of all directors.
Independent directors include at least one accounting professional (accounting professional refers to the person with senior professional title or certified public accountant qualification).
Article 6 the board of directors shall exercise the following functions and powers:
(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) formulate plans for the company’s major acquisition, acquisition of the company’s shares or merger, division, dissolution and change of the company’s form;
(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, external donation and other matters;
(IX) decide on the establishment of the company’s internal basic 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 company’s deputy general manager, chief financial officer and other senior managers, 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.
The board of directors of the company shall establish an audit committee and special committees for strategy, nomination, remuneration and assessment as required. The special committee shall be responsible to the board of directors and perform its duties in accordance with the articles of association and the authorization of the board of directors. The proposal shall be submitted to the board of directors for deliberation and decision. The members of the special committee are all composed of directors, in which independent directors account for the majority of the audit committee, nomination committee and remuneration and assessment committee, and act as the convener. The convener of the audit committee is an accounting professional.
Article 7 the board of directors shall, within the scope of authorization of the general meeting of shareholders, determine the authority of external investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, related party transactions and external donation, 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 foreign investment, asset disposal and financing of the company’s holding subsidiary shall be carried out in accordance with the provisions of its articles of association, but the amount of authority granted to the board of directors or executive directors of the company by the articles of association of the holding subsidiary shall not exceed the authority of the board of directors of the company. The voting intention of the company on the above matters at the shareholders’ meeting of the subsidiary company shall be instructed by the general manager’s office meeting, the board of directors or the shareholders’ meeting according to the authority.
If the transactions of the company (except providing guarantee and financial assistance) meet one of the following standards, they shall be submitted to the board of directors for deliberation and timely disclosure:
(I) 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 evaluated value, the higher one shall be taken as the calculation basis;
(II) 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 5 million yuan;
(III) the related net profit of the transaction object (such as equity) in the latest fiscal year 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;
(IV) 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 5 million yuan;
(V) 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.
If the transactions of the company (except providing guarantee and financial assistance) meet one of the following standards, the company shall submit them to the board of directors for deliberation and timely disclosure, and shall also submit them to the general meeting of shareholders for deliberation:
(I) the total assets involved in the transaction account for more than 50% of the company’s total assets audited in the latest period. If the total assets involved in the transaction have both book value and evaluated value, the higher one shall be taken as the calculation basis;
(II) the relevant operating income of the subject matter of the transaction (such as equity) in the most recent fiscal year accounts for the most recent
More than 50% of the audited operating income in an accounting year, and the absolute amount exceeds 30 million yuan;
(III) the related net profit of the transaction object (such as equity) in the latest accounting year accounts for more than 50% of the audited net profit of the company in the latest accounting year, and the absolute amount exceeds 3 million yuan;
(IV) the transaction amount (including debts and expenses) of the transaction accounts for more than 50% of the company’s latest audited net assets, and the absolute amount exceeds 30 million yuan;
(V) the profit generated from the transaction accounts for more than 50% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 3 million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
Transactions in which the company unilaterally obtains benefits, including receiving cash assets, obtaining debt relief, etc., may be exempted from the deliberation procedures of the general meeting of shareholders in accordance with the provisions of this article.
The “transaction” referred to in this article includes the following types of matters:
(I) purchase or sale of assets;
(II) foreign investment (including entrusted financial management, investment in subsidiaries, etc.);
(III) providing financial assistance (including entrusted loans);
(IV) provide guarantee;
(V) assets leased in or leased out;
(VI) sign management contracts (including entrusted operation, entrusted operation, etc.);
(VII) donated or donated assets;
(VIII) reorganization of creditor’s rights or debts;
(IX) transfer of research and development projects;
(x) sign the license agreement;
（11） Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
（12） Other transactions recognized by Shenzhen Stock Exchange.
The following activities of the company do not belong to the matters specified in the preceding paragraph:
(I) purchase of raw materials, fuels and power related to daily operation (excluding the purchase and sale of such assets involved in asset replacement);
(II) selling products, commodities and other assets related to daily operation (excluding the purchase and sale of such assets involved in asset replacement);
(III) although the transactions specified in the preceding paragraph are carried out, they are the main business activities of the company.
Article 8 the financial assistance provided by the company shall be approved by more than two-thirds of the directors attending the meeting of the board of directors and make a resolution to timely perform the obligation of information disclosure.
If the financial assistance 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:
(I) the latest audited asset liability ratio of the funded object exceeds 70%;
(II) the amount of single financial assistance or the cumulative amount of financial assistance provided within 12 consecutive months exceeds
10% of the latest audited net assets of the company;
(III) other circumstances stipulated by Shenzhen Stock Exchange or the articles of association.
If the company provides funds or entrusted loans to the holding subsidiaries within the scope of the consolidated statements and with a shareholding ratio of more than 50%, the provisions of the preceding two paragraphs shall be exempted.
The financial assistance provided by the company to the holding subsidiary formed by joint investment with related parties shall be implemented with reference to the provisions of this article.
Article 9 the guarantee provided by the company shall be disclosed to the public in a timely manner after deliberation by the board of directors.
If the guarantee item falls into one of the following circumstances, it shall be submitted to the general meeting of shareholders for deliberation after the deliberation and approval of the board of directors: (I) the guarantee with a single guarantee amount exceeding 10% of the company’s latest audited net assets;
(II) any guarantee provided after the total amount of guarantee provided by the company and its holding subsidiaries exceeds 50% of the company’s latest audited net assets;
(III) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(IV) the guarantee amount exceeds 50% of the company’s latest audited net assets and the absolute amount exceeds 50 million yuan within 12 consecutive months;
(V) the guarantee amount exceeds 30% of the company’s latest audited total assets within 12 consecutive months;
(VI) guarantees provided to shareholders, actual controllers and their affiliates;
(VII) any guarantee provided after the total external guarantee of the company exceeds 30% of the latest audited total assets;
(VIII) other guarantees stipulated by Shenzhen Stock Exchange or the articles of association.
When the board of directors deliberates the guarantee matters, it must be deliberated and approved by more than two-thirds of the directors present at the meeting of the board of directors. When the general meeting of shareholders deliberates the guarantee matters in paragraph 5 of the preceding paragraph, it must be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting.
When the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers and their affiliates, the shareholders or shareholders controlled by the actual controllers shall not participate in the voting, which shall be adopted by more than half of the voting rights held by other shareholders attending the general meeting of shareholders.
If the company provides guarantee for a wholly-owned subsidiary, or provides guarantee for a holding subsidiary, and other shareholders of the holding subsidiary provide the same proportion of guarantee according to their rights and interests, which falls under the circumstances of items (I) to (IV) of paragraph 2 of this article, it may be exempted from being submitted to the general meeting of shareholders for deliberation. The guarantee provided by the company for related parties shall be disclosed in time after being deliberated and approved by the board of directors and submitted to the general meeting of shareholders for deliberation. If the company provides guarantee for the controlling shareholder, actual controller and their related parties, the controlling shareholder, actual controller and their related parties shall provide counter guarantee.
Article 10 related party transactions of the company refer to the transfer of resources or obligations between the company or its holding subsidiaries and its related parties, including:
(I) transactions specified in paragraph 7 of Article 7;
(II) purchase of raw materials, fuel and power;
(III) selling products and commodities;
(IV) providing or receiving labor services;
(V) entrusted or entrusted sales;
(VI) joint investment by related parties;
(VII) other matters that may cause the transfer of resources or obligations through agreement.
Transactions between the company and related parties (except for providing guarantee and financial assistance) that meet one of the following standards shall be disclosed in time after deliberation by the board of directors:
(I) transactions with connected natural persons with a transaction amount of more than 300000 yuan;
(II) transactions with affiliated legal persons with a transaction amount of more than 1 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 transactions between the company and related parties (except the provision of guarantee) exceeds 10 million yuan and accounts for more than 5% of the absolute value of the company’s latest audited net assets, it shall be submitted to the general meeting of shareholders for deliberation.
The following transactions between the company and related parties may be exempted from being submitted to the general meeting of shareholders for deliberation in accordance with the above provisions:
(I) the company participates in public bidding and public auction for unspecified objects (excluding restricted methods such as bidding invitation);
(II) transactions in which the company unilaterally obtains benefits, including receiving cash assets, obtaining debt relief, accepting guarantees and subsidies, etc;
(III) the pricing of related party transactions is stipulated by the state;
(IV) the related parties provide 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;
(V) the company provides products and services to directors, supervisors and senior managers under the same trading conditions as non affiliated persons.
Chapter III directors
Article 11 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 2 days.
If the board of directors of the company is lower than the minimum quorum due to the resignation of directors, or the number of independent directors is less than one-third of the members of the board of directors due to the resignation of independent directors, or there are no accounting professionals among the independent directors, the original directors shall still perform their duties as directors 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 be delivered to the board of directors from the date of resignation
