Guangdong Kitech New Material Holding Co.Ltd(300995)
Rules of procedure of the board of directors
Chapter I General Provisions
Article 1 in order to further standardize the discussion methods and decision-making procedures of the board of directors of Guangdong Kitech New Material Holding Co.Ltd(300995) (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 (hereinafter referred to as “the company law”) and other relevant laws, regulations and rules These rules are formulated in accordance with the provisions of normative documents and Guangdong Kitech New Material Holding Co.Ltd(300995) articles of Association (hereinafter referred to as the “articles of association”).
Chapter II composition and powers of the board of directors
Article 2 the company establishes a board of directors according to law. The board of directors is elected by the general meeting of shareholders. Entrusted by the general meeting of shareholders, it is responsible for the operation and management of the company’s corporate property and is the company’s business decision-making body. The board of directors shall be responsible to the general meeting of shareholders and exercise its powers within the scope of powers conferred by the articles of association and the general meeting of shareholders.
Article 3 the board of directors is composed of 7 directors, including 3 independent directors. 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 three years, and they can be re elected upon expiration of their term of office. There shall be one chairman, who shall be elected and removed by more than half of all directors.
Article 4 the board of directors shall be responsible to the general meeting of shareholders and 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, merger, division, dissolution and change of company form;
(VIII) 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 within the scope authorized by the general meeting of shareholders;
(IX) decide on the establishment of the company’s internal management organization;
(x) decide to appoint or dismiss the general manager, Secretary of the board of directors and other senior managers of the company; 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 conferred by laws, regulations or the articles of association, as well as by the general meeting of shareholders. Article 5 the board of directors shall determine the authority of external investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management and related party transactions, 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.
(I) the transaction matters to be considered and approved by the board of directors (except the provision of guarantee and financial assistance) are as follows:
1. 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 assessed value, the higher one shall prevail. However, if the total assets involved in the transaction account for more than 50% of the company’s total assets audited in the latest period, or the accumulated amount of assets purchased and sold within 12 consecutive months (taking the higher of the total assets and transaction amount as the calculation standard) accounts for more than 30% of the company’s total assets audited in the latest period, it shall also be submitted to the general meeting of shareholders for deliberation.
2. 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 10 million yuan; However, if the relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited operating income of the company in the latest fiscal year, and the absolute amount exceeds 50 million yuan, it shall also be submitted to the general meeting of shareholders for deliberation.
3. The net profit related to 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; However, if the net profit related to the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 5 million yuan, it shall also be submitted to the general meeting of shareholders for deliberation.
4. 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 10 million yuan; However, if the transaction amount (including debts and expenses) accounts for more than 50% of the company’s latest audited net assets and the absolute amount exceeds 50 million yuan, it shall also be submitted to the general meeting of shareholders for deliberation.
5. 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; However, if 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 5 million yuan, it shall also be submitted to the general meeting of shareholders for deliberation. 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. If the transactions of the company only meet the deliberation criteria of the general meeting of shareholders in Item 3 or item 5 of item (I) of this article, and the absolute value of the company’s earnings per share in the latest fiscal year is less than 0.05 yuan, the deliberation procedures of the general meeting of shareholders may be exempted in accordance with item (I) of this article. If the company purchases or sells assets (taking the higher of the total assets and transaction amount as the calculation standard), and the cumulative amount reaches 30% of the latest audited total assets within 12 consecutive months according to the transaction type, it shall be submitted to the general meeting for deliberation in accordance with the above provisions and approved by more than two-thirds of the voting rights held by the shareholders attending the meeting, Securities service institutions that comply with the provisions of the Securities Law shall also be hired to audit or evaluate the transaction targets. If the subject matter of the transaction is the equity of the company and meets the deliberation standard of the general meeting of shareholders specified in Item (I) of this article, the company shall disclose the audit report of the subject matter of the transaction in the latest year, and the audit deadline shall not exceed six months from the date of the general meeting of shareholders deliberating the transaction; If the subject matter of the transaction is non cash assets other than equity, an evaluation report shall be provided, and the benchmark date of the evaluation shall not exceed one year from the date of the shareholders’ meeting to consider the transaction. Audit reports and evaluation reports shall be issued by securities service institutions that comply with the provisions of the securities law.
(II) the related party transactions (except providing guarantee and financial assistance) that should be approved by the board of directors are as follows: 1. Transactions with a transaction amount of more than 300000 yuan between the company and related natural persons;
2. The transaction amount between the company and related legal persons accounts for more than 0.5% of the absolute value of the company’s latest audited net assets, and exceeds 3 million yuan.
Where the company provides guarantee for related parties, it shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors. 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. For the related party transaction with the amount of more than 30 million yuan and accounting for more than 5% of the absolute value of the company’s latest audited net assets, the company shall hire a securities service institution in accordance with the provisions of the securities law to audit or evaluate the transaction object, and submit the transaction to the general meeting of shareholders for deliberation. The transaction targets involved in the affiliated transactions related to the daily operation may not be audited or evaluated.
The aforesaid transaction amount refers to the transaction amount paid and the debts and expenses borne.
(III) 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.
However, 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:
1. The latest audited asset liability ratio of the funded object exceeds 70%;
2. The amount of single financial assistance or the cumulative amount of financial assistance provided within 12 consecutive months exceeds 10% of the company’s latest audited net assets;
3. Other circumstances stipulated by the stock exchange or the articles of association.
If the object of subsidy is a holding subsidiary within the scope of the company’s consolidated statements and the shareholding ratio exceeds 50%, the provisions of items 1 and 2 of item (III) of this article are exempted.
The company and other related parties provide financial assistance. The company shall prudently provide financial assistance or entrusted financial management to related parties.
(IV) those exceeding the above authority of the board of directors, or those that should be deliberated by the general meeting of shareholders in accordance with laws, regulations and normative documents, or that the board of directors deems it necessary to report to the general meeting of shareholders for approval, shall be submitted to the general meeting of shareholders for deliberation. Chapter III convening of board meeting
Article 6 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 before issuing the notice of convening the regular meeting of the board of directors, the securities department 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 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) other circumstances stipulated by laws, regulations, normative documents and the articles of association.
Article 9 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 securities department 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 fall within the scope of the board of directors’ functions and powers specified in the articles of association of the company, and the materials related to the proposal shall be submitted together.
After receiving the above written proposal and relevant materials, the securities department 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 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 10 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 11 when convening regular and interim meetings of the board of directors, the securities department shall send a written notice of the meeting 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 2 days in advance respectively. 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 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) 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), (II) and (III) above, as well as the description of the urgent need to convene an interim meeting of the board of directors as soon as possible.
Article 13 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 the meeting of the board of directors shall be held only when more than half of the directors are present. 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 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;
(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. Entrust other directors to attend the meeting of the board of directors on their behalf, and the trustor shall bear legal responsibility for the acts or decisions made by the trustee within the scope of authorization.
Article 16 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
