Sinochem International Corporation(600500) (holding) Co., Ltd
Rules of procedure of the board of directors
(Annex II to the articles of association)
In order to further standardize the discussion methods and decision-making procedures of the board of directors of Sinochem International Corporation(600500) (holding) Co., Ltd. (hereinafter referred to as “the company”), promote the directors and the board of directors to effectively perform their duties, and provide the standard operation and scientific decision-making level of the board of directors, in accordance with the company law, the securities law, the code for corporate governance of listed companies, the stock listing rules of Shanghai Stock Exchange Formulate the rules of procedure of the board of directors in accordance with the articles of association of Sinochem International Corporation(600500) (holding) Co., Ltd. (hereinafter referred to as the “articles of association”) and other relevant provisions.
Article 1 business decision-making body
The board of directors is responsible to the general meeting of shareholders, is responsible for the operation and management of the company’s corporate property, and is the company’s business decision-making body.
Article 2 composition of the board of directors
The board of Directors consists of seven directors, of which the proportion of external directors accounts for the majority, and the proportion of independent directors shall not be less than one-third in any case.
Directors shall be elected and replaced by the general meeting of shareholders. The term of office of each director is three years, and he can be re elected. The board of directors shall have a chairman and may have a vice chairman; The chairman and vice chairman shall be elected and removed by more than half of all directors.
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 as a director 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 3 functions and powers of the board of directors
The board of directors deliberates and makes decisions within the following terms of reference specified in the articles of association, including: (1) convening the general meeting of shareholders and reporting to the general meeting of shareholders;
(2) Implement the resolutions of the general meeting of shareholders;
(3) Decide on the company’s business plan and investment plan;
(4) Formulate the company’s annual financial budget plan and final account plan;
(5) Formulate the company’s profit distribution plan and loss recovery plan;
(6) Formulate plans for the company to increase or reduce its registered capital, issue bonds or other securities and list;
(7) To formulate plans for the company’s major acquisition, repurchase of its shares, merger, division, dissolution and change of corporate form;
(8) 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;
(9) Decide on the establishment of the company’s internal management organization;
(10) Appoint or dismiss the general manager and Secretary of the board of directors of the company; According to the nomination of the general manager, 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 4 Professional Committee
The board of directors of the company sets up audit and risk committee, strategy committee, nomination and Corporate Governance Committee, salary and assessment committee and Sustainable Development Committee. The professional 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 professional committee are all composed of directors, and the external directors should account for the majority. Among them, the independent directors in the audit and risk committee, nomination and Corporate Governance Committee and remuneration and assessment committee account for the majority and act as the convener. The convener of the audit and risk committee is an accounting professional, that is, a person with accounting professional qualification or appropriate accounting or related financial management professional. The board of directors is responsible for formulating the working procedures of professional committees and standardizing the operation of professional committees. The professional committee can organize relevant industry research, financial, audit, legal and other institutions and experts outside the company to put forward opinions on the company’s asset management, investment risk and financial audit for the reference of the board of directors in decision-making. The expenses of the professional committee shall be decided by the board of directors, included in the company’s financial budget plan of the current year and included in the management expenses.
Article 5 Office of the board of directors
The office of the board of directors is set up 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 person in charge of the office of the board of directors and keep the seals of the board of directors and the office of the board of directors.
Article 6 regular meetings
The board of directors shall exercise its powers of deliberation and decision-making in the form of meeting.
The meetings of the board of directors are divided into regular meetings and interim meetings.
The board of directors shall hold a regular meeting at least once a year in the previous two and a half years.
Article 7 proposal of regular meeting
Before issuing the notice of convening the regular meeting of the board of directors, the 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 8 interim meeting
Under any of the following circumstances, the board of directors shall convene an interim meeting
(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 9 proposal procedure of interim meeting
If an interim meeting of the board of directors is proposed to be held 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 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 contents of the proposal shall be within the scope of the board of directors’ functions and powers specified in the articles of association, and the materials related to the proposal shall be submitted together.
After receiving the above written proposals and relevant materials, the office of the board of directors shall transmit them to the chairman of the board of directors on the same day. If the chairman believes that the content of the proposal is unclear, specific or the relevant materials are insufficient, he may require the proposer to modify or supplement it.
The board meeting and preside over the meeting.
Article 10 convening and presiding over the meeting
The board meeting 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 there is no vice chairman or the vice chairman is unable to perform his duties 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 11 notice of meeting
When convening regular and interim meetings of the board of directors, the office of the board of directors shall submit the written notice of the meeting stamped with the seal of the office of the board of directors to all directors and supervisors, the general manager and the Secretary of the board of directors by direct delivery, fax, e-mail or other means 10 and 5 days in advance. If it is not delivered directly, it shall also be confirmed by telephone and recorded accordingly. In case of emergency, if it is necessary to convene an interim meeting of the board of directors as soon as possible, the meeting notice may be sent by telephone or other oral means at any time, but the convener shall make an explanation at the meeting. Article 12 contents of meeting notice
The written meeting notice shall at least include the following contents:
(I) time and place 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) meeting materials necessary for directors’ voting;
(VI) requirements that directors should attend the meeting in person or entrust other directors to attend the meeting on their behalf; (VII) contact person and contact information.
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 13 change of meeting notice
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 14 convening of the meeting
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.
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 15 attendance in person and entrusted attendance
In principle, directors shall attend the board meeting 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. 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.
The power of attorney shall state:
(I) the names of the trustor and the trustee;
(II) brief comments of the client on each proposal;
(III) the scope of authorization of the trustor and instructions on the voting intention of the proposal;
(IV) signature and date of the client.
If other directors are entrusted to sign written confirmation opinions on behalf of the regular report, special authorization shall be made in the power of attorney.
The entrusted director shall submit a written power of attorney to the chairman of the meeting and explain the entrusted attendance on the attendance book of the meeting.
Article 16 restrictions on entrusted attendance
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 17 failure to perform duties
If a director is unable to attend the meeting of the board of directors in person for two consecutive times or fails to entrust other directors to attend the meeting of the board of directors, he shall be deemed unable to perform his duties, and the board of directors may request the general meeting of shareholders to replace him. Article 18 convening method of the meeting
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 19 deliberation procedures of the meeting
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 20 express opinions
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 office of the board of directors, the convener of the meeting, the general manager and other senior managers, professional committees, accounting firms, law firms and other relevant personnel and institutions for the information required for decision-making, or suggest to the moderator that the representatives of the above personnel and institutions be invited to attend the meeting to explain the relevant situation.
Article 21 voting at the meeting
After full discussion of each proposal, the host shall timely submit it to the directors attending the meeting for voting.
Voting at the meeting shall be conducted in the form of one person, one vote, name counting and writing.
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 22 statistics of voting results
After the voting of the directors attending the meeting is completed, the securities affairs representative and the relevant staff of the board office shall timely collect the voting votes of the directors and submit them to the Secretary of the board of directors for statistics under the supervision of a supervisor or independent director.
If a meeting is held on site, the host of the meeting shall announce the statistical results on the spot; In other cases, the chairman of the meeting shall require the Secretary of the board of directors to notify the directors of the voting results before the next working day after the end of the specified voting time limit.
If a director votes after the chairman of the meeting announces the voting results or after the specified voting time limit expires, the voting situation shall not be counted.
Article 23
