Goldcard Smart Group Co.Ltd(300349)
Detailed rules for the implementation of special committees under the board of directors
(April 2022)
1、 Implementation rules of the strategy committee of the board of directors
Chapter I General Provisions
Article 1 in order to meet the needs of the company’s strategic development, improve the investment decision-making procedures, strengthen the scientificity of decision-making, improve the efficiency and quality of major investment decisions, and improve the corporate governance structure, in accordance with the company law of the people’s Republic of China, the governance standards of listed companies, the articles of association and other relevant provisions, the company hereby establishes the strategy committee of the board of directors and formulates these implementation rules. Article 2 the strategy committee of the board of directors is a special working organization under the board of directors, which is mainly responsible for studying and making suggestions on the company’s long-term development strategy and major investment decisions.
Chapter II personnel composition
Article 3 the members of the strategy committee shall be composed of three to seven directors, including at least one independent director
Article 4 the members of the strategy committee shall be nominated by the chairman, more than half of the independent directors or one-third of all directors, and shall be elected and removed by more than half of all directors. Article 5 the strategy committee shall have a chairman (convener) who shall preside over the work of the committee, and the chairman of the company shall serve as the chairman.
Article 6 The term of office of the strategy committee is the same as that of the board of directors. When the term of office expires, the members can be re elected. If any member ceases to hold the position of director of the company during the period, he will automatically lose the qualification of member, and the committee will make up the number of members according to the provisions of Articles 3 to 5 above.
Article 7 the investment department of the company is the daily liaison organization of the Committee.
Chapter III responsibilities and authorities
Article 8 main responsibilities and authorities of the strategy committee:
(I) study the company’s long-term development strategic planning and put forward suggestions;
(II) study and put forward suggestions on major investment and financing plans, major capital operation and asset management projects that must be approved by the board of directors according to the articles of Association;
(III) other matters authorized by the board of directors.
Article 9 the strategy committee shall be responsible to the board of directors, and the proposal of the committee shall be submitted to the board of directors for deliberation and decision.
Chapter IV Rules of procedure
Article 10 the meetings of the strategy committee are divided into regular meetings and interim meetings. The regular meeting shall be held at least once a year, and the interim meeting shall be proposed by the members of the strategy committee. All members of the strategy committee shall be notified three days before the meeting. The meeting shall be presided over by the convener. If the convener is unable to attend, he may entrust another member to preside over the meeting.
If it is urgent to convene an interim meeting of the strategy committee 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. Article 11 the meeting of the strategy committee can be held only when more than two-thirds of the members are present; Each member has one vote; Resolutions made at the meeting must be adopted by more than half of all members.
Article 12 the voting method of the meeting of the strategy committee is a show of hands or voting; An interim meeting may be held by means of communication voting.
Article 13 if necessary, the strategy committee may hire an intermediary to provide professional advice for its decision-making, and the expenses shall be paid by the company.
Article 14 the meeting of the strategy committee shall be recorded, and the members attending the meeting shall sign on the meeting minutes; The minutes of the meeting shall be kept by the Secretary of the board of directors for a period of not less than ten years. Article 15 the proposals and voting results adopted at the meeting of the strategy committee shall be reported to the board of directors of the company in writing.
Article 16 the members shall not disclose the relevant information of the meeting without authorization.
Chapter V supplementary provisions
Article 17 matters not covered in the detailed rules and in case of conflict with relevant superior laws and regulations in the future shall be implemented in accordance with national laws, regulations and the articles of association.
Article 18 the detailed rules shall be interpreted and revised by the board of directors of the company; It shall take effect from the date of adoption of the resolution of the general meeting of shareholders.
2、 Implementation rules of the audit committee of the board of directors
Chapter I General Provisions
Article 1 in order to strengthen the decision-making function of the board of directors, ensure the effective supervision of the board of directors over the management and improve the corporate governance structure, the company has established the audit committee of the board of directors and formulated these rules in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the Goldcard Smart Group Co.Ltd(300349) articles of Association (hereinafter referred to as the articles of association) and other relevant provisions. Article 2 the audit committee of the board of directors is a special working organization under the board of directors, which is mainly responsible for the communication, supervision and verification of the company’s internal and external audit.
Chapter II personnel composition
Article 3 the members of the audit committee are composed of three directors, of which more than half of the members must be independent directors of the company, and at least one independent director among the members is a professional accountant. Article 4 the members of the audit committee shall be nominated by the chairman of the board, more than half of the independent directors or one-third of all directors, and shall be elected and removed by more than half of all directors.
Article 5 the audit committee shall have a chairman (convener), who shall be an independent director (must be an accounting professional) to preside over the work of the Committee.
Article 6 The term of office of the audit committee is the same as that of the board of directors. The audit committee may be re elected upon expiration of its term of office. If a member of the Committee ceases to hold the position of director of the company due to resignation or other reasons during the period, his membership will be automatically lost when he ceases to hold the position of director. The board of directors shall add new members in accordance with the articles of association and these detailed rules.
Article 7 the Audit Department of the company is the daily work liaison organization of the Committee.
Chapter III responsibilities and authorities
Article 8 the main responsibilities and authorities of the audit committee are as follows:
(I) supervise and evaluate the work of external audit institutions;
(II) supervise and evaluate the internal audit work;
(III) review the company’s financial report and express opinions on it;
(IV) supervise and evaluate the company’s internal control;
(V) coordinate the communication between the management, internal audit department and relevant departments and external audit institutions;
(VI) other matters authorized by the board of directors of the company and other matters involved in laws, regulations and relevant provisions of the exchange.
Article 9 the audit committee shall be responsible to the board of directors. The audit committee shall report to the board of directors on the measures or improvements it deems necessary and put forward suggestions.
Article 10 the audit committee shall cooperate with the board of supervisors in the audit work.
Article 11 when a listed company hires or replaces an external audit institution, the board of directors can consider relevant proposals only after the audit committee forms deliberation opinions and puts forward suggestions to the board of directors.
Article 12 the audit committee of the board of directors shall review the financial and accounting reports of listed companies, put forward opinions on the authenticity, accuracy and integrity of the financial and accounting reports, focus on the major accounting and audit problems of the company’s financial and accounting reports, pay special attention to the possibility of fraud, fraud and major misstatement related to the financial and accounting reports, and supervise the rectification of the problems of the financial and accounting reports.
Article 13 the audit committee shall urge the external audit institutions to be honest, trustworthy, diligent and responsible, strictly abide by the business rules and industry self-discipline norms, strictly implement the internal control system, verify and verify the company’s financial and accounting reports, perform the obligation of special care, and prudently express professional opinions. Article 14 the audit committee shall guide the internal audit of the company in accordance with the requirements of the guidelines for self discipline supervision of listed companies No. 2 – standardized operation of companies listed on the gem.
Chapter IV decision making procedures
Article 15 the auditors of the company shall be responsible for the preliminary preparations for the decision-making of the audit committee and provide relevant materials of the company for their decision-making:
(I) relevant financial reports of the company;
(II) work reports of internal and external audit institutions;
(III) external audit contract and related work report;
(IV) financial information disclosed by the company;
(V) audit report on major related party transactions of the company;
(VI) relevant materials of the company’s internal control system;
(VII) other relevant matters.
Article 16 the audit committee shall comment on and sign opinions on the above reports, and submit the following relevant written resolution materials to the board of directors for discussion:
(I) evaluation of external audit work, employment and replacement of external audit institutions;
(II) whether the company’s internal audit system has been effectively implemented and whether the company’s financial report is comprehensive and true;
(III) whether the company’s internal control system has been effectively implemented;
(IV) whether the financial reports and other information disclosed by the company are objective and true, and whether the company’s major connected transactions comply with relevant laws and regulations;
(V) evaluate the work of the company’s financial department and auditors, including their principals;
(VI) other relevant matters.
Chapter V rules of procedure
Article 17 the meeting of the audit committee shall be held at least four times a year and once a quarter, and all members shall be notified three days before the meeting. The meeting shall be presided over by the convener. If the convener is unable to attend, he may entrust another member (independent director) to preside over the meeting. The meeting notice shall be delivered by hand, fax and e-mail.
If the situation is urgent and it is necessary to convene an interim meeting of the remuneration and assessment committee 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
Article 18 the meeting of the audit committee shall be held only when more than two-thirds of the members are present. If the members are unable to attend for some reason, they may entrust other members in writing to vote on their behalf; Each member has one vote; Resolutions made at the meeting shall be adopted by more than half of all members (including those who are not present at the meeting).
Article 19 members of the committee may attend the meeting in person or entrust other members to attend the meeting and exercise their voting rights on their behalf. If a member of the audit committee fails to attend the meeting or entrust other members to attend the meeting for two consecutive times, it shall be deemed that he is unable to properly perform his functions and powers, and the board of directors of the company may remove him from his post
Article 20 the voting method of the audit committee meeting is a show of hands or voting, and the interim meeting can be held by means of communication voting. Article 21 the proposals and voting results adopted at the meeting of the audit committee shall be reported to the board of directors of the company in writing. Article 22 the meeting of the audit committee shall be arranged by the Secretary of the board of directors of the company. There shall be records of the meeting, and the members attending the meeting and the recorder of the meeting shall sign the minutes. Members present at the meeting shall have the right to request an explanatory record of their speeches at the meeting on the record. The minutes of the meeting shall be kept by the Secretary of the board of directors of the company. During the existence of the company, the retention period shall not be less than 10 years. Article 23 the proposals and voting results adopted at the meeting of the audit committee shall be recorded in writing and reported to the board of directors after being signed by the members attending the meeting. Article 24 all members present at the meeting shall have the obligation to keep confidential the matters discussed at the meeting and shall not disclose relevant information without authorization.
Chapter VI supplementary provisions
Article 25 matters not covered in these rules and in case of conflict with relevant superior laws and regulations in the future shall be implemented in accordance with national laws, regulations and the articles of association. Article 26 the detailed rules shall be interpreted and revised by the board of directors of the company and shall come into force from the date of adoption of the resolution of the general meeting of shareholders.
3、 Detailed rules for the implementation of the remuneration and assessment committee of the board of directors
Chapter I General Provisions
Article 1 in order to further establish and improve the assessment and salary management system for directors (non independent directors) and senior managers of the company, establish a scientific and standardized incentive and restraint mechanism, and further improve the corporate governance structure of the company, these rules are formulated in accordance with the company law of the people’s Republic of China, the standards for the governance of listed companies, the articles of association and other relevant provisions.
Article 2 the remuneration and assessment committee of the board of directors is a special working organization established by the board of directors in accordance with the articles of association, which is mainly responsible for studying, formulating and reviewing the remuneration policies and plans of directors and senior managers; Be responsible for studying and assessing the assessment standards of directors and senior managers.
Article 3 the term “Directors” as mentioned in these Rules refers to the directors who receive remuneration in the company; Senior managers refer to the general manager (president), deputy general manager (vice president), Secretary of the board of directors, chief financial officer and other senior managers recognized by the board of directors.
Chapter II personnel composition
Article 4 the remuneration and assessment committee is composed of three directors, including two independent directors.
Article 5 the members of the remuneration and assessment committee shall be nominated by the chairman of the board, more than half of the independent directors or one-third of all directors, and elected by the board of directors.
Article 6 the remuneration and assessment committee shall have a chairman (convener), who shall be an independent director and be responsible for presiding over the work of the Committee. The convener shall be elected in the Committee and reported to the board of directors for approval.
Article 7 The term of office of the remuneration and assessment committee is the same as that of the board of directors. Upon expiration of the term of office, the members can be re elected. During this period, if a member no longer holds the position of director of the company, he will automatically lose his qualification as a member, and the committee will make up the number of members according to the provisions of articles 4 to 6 above. Article 8 the human resources department of the company is the daily work organization of the salary and assessment committee, provides professional support for the salary and assessment committee, and is responsible for the preparation of relevant materials and the feedback of system implementation.
Chapter III responsibilities and authorities
Article 9 the main responsibilities and authorities of the remuneration and assessment committee are:
(I) formulate salary plans or schemes according to the main scope, responsibilities and importance of management positions of directors and senior managers and the salary level of social related positions; The salary plan scheme mainly includes but is not limited to: performance evaluation standards, procedures and main evaluation systems, main schemes and systems of reward and punishment, etc;
(II) review the performance of the duties of the directors and senior managers of the company, and put forward suggestions on their annual performance evaluation
(III) supervise the implementation of the company’s salary system;
(IV) propose the company’s equity incentive
