Quectel Wireless Solutions Co.Ltd(603236)
Rules of procedure of the board of directors
(revised in April 2022)
Chapter I General Provisions
Article 1 in order to standardize the discussion methods and decision-making procedures of the board of directors of Quectel Wireless Solutions Co.Ltd(603236) (hereinafter referred to as "the company"), promote the directors and the board of directors to effectively perform their duties, and ensure the work 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"), the securities law of the people's Republic of China and the governance standards of listed companies These rules are formulated in accordance with the relevant provisions of laws, regulations and normative documents such as the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the "Listing Rules"), the business rules of Shanghai Stock Exchange and the Quectel Wireless Solutions Co.Ltd(603236) articles of Association (hereinafter referred to as the "articles of Association").
Chapter II composition and powers of the board of directors
Article 2 the board of directors is composed of five directors (two of whom are independent directors), with one chairman. Independent directors should include at least one accounting professional.
The board of directors shall have a reasonable professional structure, and the members of the board of directors shall have the knowledge, skills and quality necessary for performing their duties.
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 the directors is 3 years, and they can be re elected upon expiration of their term of office.
Article 3 the working system of independent directors shall be formulated separately by the board of directors.
Article 4 the board of directors of the company shall establish an audit committee and set up relevant special committees on strategy, nomination, remuneration and assessment as needed. 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 of the board of directors are all composed of directors, in which the 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. The board of directors is responsible for formulating the working procedures of the special committee and standardizing the operation of the special committee.
Article 5 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 head of the office of the Secretary of the board of directors.
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) draw up plans for the company's major acquisition, acquisition of the company's shares, merger, division, dissolution and change of company 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 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） To decide on the acquisition of the company's shares due to items (III), (V) and (VI) of paragraph 1 of Article 23 of the articles of Association;
（17） Other functions and powers granted by laws, administrative regulations, departmental rules or the articles of association that exceed the scope of authorization of the general meeting of shareholders shall be submitted to the general meeting of shareholders for deliberation.
Article 7 except for the external guarantee matters that must be submitted to the general meeting of shareholders for deliberation and approval as stipulated in the articles of association, other external guarantee matters shall be deliberated and approved by the board of directors.
External guarantees that should be deliberated and approved by the general meeting of shareholders can only be submitted to the general meeting of shareholders for deliberation and approval after being deliberated and approved by the board of directors.
The external guarantee to be considered and approved by the board of directors shall be approved by more than half of all directors and approved by more than two-thirds of the directors attending the meeting of the board of directors.
Article 8 the board of directors of the company shall explain the non-standard audit opinions issued by certified public accountants on the company's financial reports to the general meeting of shareholders.
Article 9 the chairman of the board of directors of the company shall be elected and removed by more than half of all directors.
Article 10 the chairman of the board of directors 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) other functions and powers authorized by the board of directors.
If the chairman is unable or fails to perform his duties, a director jointly recommended by more than half of the directors shall perform his duties.
Article 11 the company must set up a secretary of the board of directors. The Secretary of the board of directors is the senior management of the company and is responsible to the board of directors. The working rules of the Secretary of the board of directors shall be formulated separately by the board of directors of the company.
Chapter III convening of board meeting
Article 12 the meetings of the board of directors are divided into regular meetings and interim meetings.
Article 13 the board of directors shall hold a regular meeting at least once a year in each of the next two half years.
Article 14 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. The chairman of the board of directors shall solicit the opinions of the general manager and other senior managers as necessary before formulating a proposal.
Article 15 under any of the following circumstances, the chairman of the board of directors may convene an interim meeting of the board of directors:
(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;
(V) when more than half of the independent directors propose;
(VI) when proposed by the general manager;
(VII) when required by the securities regulatory authority;
(VIII) other circumstances stipulated in the articles of association.
Article 16 Where an interim meeting of the board of directors is proposed 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 office of the Secretary of the board of directors or directly. The written proposal shall specify the following items:
(I) the name of the proposer;
(II) the reasons for the proposal or the objective 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.
The materials shall be submitted together.
After receiving the above written proposals and relevant materials, the Secretary Office of the board of directors shall transmit them to the chairman of the board of directors on the same day. If the chairman of the Board considers that the content of the proposal is not clear, specific or the relevant materials are insufficient, he may require the proposer to modify or supplement it.
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 or the request of the securities regulatory authority.
Article 17 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, a director jointly elected by more than half of the directors shall convene and preside over the meeting.
Article 18 when convening regular and interim meetings of the board of directors, the office of the Secretary of the board of directors shall submit the written notice of the meeting to all directors and supervisors, the general manager and the Secretary of the board of directors by personal delivery, e-mail, oral notice, telephone, letter or fax 10 and 3 days in advance respectively. If it is not delivered directly, it shall also be confirmed by telephone, e-mail and other means, and corresponding records shall be made.
If the situation is urgent and it is necessary to convene an interim meeting of the board of directors as soon as possible, the meeting notice can be sent by telephone or other oral means at any time, but the convener shall make an explanation at the meeting.
While notifying the meeting, the Secretary Office of the board of directors shall provide sufficient materials, including relevant background materials of the meeting topics and information and data 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 19 the written notice of the meeting shall at least include the following contents:
(I) time and place of the meeting;
(II) convening method of the meeting;
(III) duration of the meeting;
(IV) matters to be considered (meeting proposal);
(V) the convener and moderator of the meeting, the proposer of the interim meeting and his written proposal;
(VI) meeting materials necessary for directors' voting;
(VII) the requirement that directors should attend the meeting in person or entrust other directors to attend the meeting on their behalf;
(VIII) name and telephone number of permanent contact person for conference affairs;
(IX) date of notice.
The notice of oral meeting shall at least include the contents of items (I) and (II) above, as well as the statement that it is urgent to convene an interim meeting of the board of directors as soon as possible.
Article 20 after the written meeting notice of the regular meeting of the board of directors is issued, if it is necessary to change the time, place and other matters of the meeting or add, change or cancel the meeting proposal, a written change notice shall be issued three days before the originally scheduled meeting to explain the situation and the relevant contents and materials of the new proposal. If it is less than three days, the date of the meeting shall be postponed accordingly or the meeting shall be held on schedule after obtaining the approval of all directors attending the meeting.
After the notice of the interim meeting of the board of directors is issued, if it is necessary to change the time, place and other matters of the meeting or add, change or cancel the proposal of the meeting, it shall obtain the approval of all directors attending the meeting in advance and make corresponding records.
Article 21 the meeting of the board of directors shall be held only when more than half of the directors are present. When the relevant directors refuse to attend or are lazy to attend the meeting, resulting in failure to meet the minimum number of people required for the meeting, the chairman and the Secretary of the board of directors shall report to the regulatory authority in time.
Article 22 in principle, directors shall attend the meeting of the board of directors in person. If he is unable to attend the meeting for some reason, he shall review the meeting materials in advance, form a clear opinion, and entrust other directors in writing to attend the meeting on his behalf. The power of attorney shall state:
(I) the names of the trustor and the trustee and the matters entrusted;
(II) brief comments of the client on each proposal;
(III) the scope of authorization, validity period and instructions on the voting intention of the proposal of the trustor;
(IV) signature and date of the client.
The entrusted director shall submit a written power of attorney to the chairman of the meeting, explain the attendance of the entrusted director in the attendance book of the meeting, and exercise the rights of the director within the scope of authorization. The directors shall sign written confirmation opinions on the periodic report according to law, and shall not entrust others to sign.
Article 23 entrustment and entrustment to attend the meeting of the board of directors shall follow the following principles:
(I) when considering related party transactions, non related directors shall not entrust related directors to attend on their behalf; Affiliated directors shall not accept the entrustment of non affiliated directors;
(II) independent directors shall not entrust non independent directors to attend on their behalf, and non independent directors shall not accept the entrustment of independent directors;
(III) a director shall not fully entrust other directors to attend on his behalf without stating his personal opinions and voting intention on the proposal, and the relevant directors shall not accept the entrustment with full authorization and unclear authorization.
(IV) a director shall not accept the entrustment of more than two directors, nor shall a director entrust a director who has accepted the entrustment of two other directors to attend on his behalf.
Article 24 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.
Supervisors may attend the meetings of the board of directors as nonvoting delegates; If the general manager and the Secretary of the board of directors do not concurrently serve as directors, they shall 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.
Article 25 the board meeting shall be held on site. If necessary, on the premise of ensuring that the directors can fully express their opinions, the meeting can also be held by video, telephone, fax or e-mail voting with the consent of the convener (host) and the proposer. The meeting of the board of directors can also be held at the same time as other methods.
If the meeting is not held on site, the number of directors attending the meeting shall be calculated by video showing the directors present, the directors who express their opinions in the teleconference, the effective voting votes such as fax or email actually received within the specified time limit, or the written confirmation letter submitted by the directors who have participated in the meeting afterwards.
Article 26 the chairman of the meeting shall request the directors attending the board meeting to express clear opinions on various proposals.
For proposals that require prior approval of independent directors according to regulations, the meeting host shall designate an independent director to read out the written approval opinions reached by independent directors before discussing relevant proposals.
If a director obstructs the normal progress of the meeting or affects the speeches of other directors, the chairman of the meeting shall stop it in time. Unless unanimously agreed by all directors present at the meeting, the board meeting shall not vote on the proposal not included in the meeting notice. If a director is entrusted by other directors to attend the board meeting on his behalf, he shall not vote on the proposal not included in the meeting notice on behalf of other directors.
Article 27 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.
Before the meeting, the directors may ask the Secretary Office of the board of directors, the convener of the meeting, the general manager and other senior managers, various special committees, accounting firms, law firms and other relevant personnel and institutions for the information required for decision-making, and may also suggest to the principal that the representatives of the above-mentioned personnel and institutions be invited to attend the meeting to explain the relevant information.
Article 28 after full discussion of each proposal, the chairman shall timely submit it to the directors attending the meeting for voting. One person, one vote shall be implemented at the meeting. The voting method is open ballot or show of hands.
The voting intentions of directors are divided into consent, objection and waiver. The directors attending the meeting shall choose one of the above intentions. If they fail to choose or choose more than two intentions at the same time, the chairman of the meeting shall require the relevant directors to choose again. If they refuse to choose, they shall be deemed to have abstained; Those who leave the venue halfway and do not return without making a choice shall be deemed to have abstained.
Article 29 after the voting of the directors attending the meeting is completed, the securities affairs representative and the office of the Secretary of the board of directors shall
