Guangzhou Zhiguang Electric Co.Ltd(002169) GUANGZHOU ZHIGUANG ELECTRIC CO.,LTD.
Rules of procedure of the board of directors
(revised in April 2022)
April, 2002
catalogue
Chapter I General Provisions Chapter II directors three
Section I management of directors’ appointment three
Section II code of conduct and powers of Directors four
Section III chairman’s code of conduct and authority ten
Section IV code of conduct and powers of independent directors Chapter III board of directors fourteen
Section I composition and powers of the board of Directors fourteen
Section II Procedures of the board of directors Chapter IV Special Committee of the board of directors 20 Chapter V Supplementary Provisions twenty-one
Chapter I General Provisions
Article 1 in order to improve and standardize the deliberation and decision-making procedures of the board of directors of Guangzhou Zhiguang Electric Co.Ltd(002169) (hereinafter referred to as the “company”) and ensure the smooth operation and management of the company, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China (revised in 2019), the stock listing rules of Shenzhen Stock Exchange (revised in 2022, hereinafter referred to as the “Stock Listing Rules”) These rules are formulated in accordance with relevant laws, regulations, normative documents and relevant provisions of Guangzhou Zhiguang Electric Co.Ltd(002169) articles of Association (hereinafter referred to as the articles of association), such as the guidelines for self regulatory supervision of listed companies No. 1 – standardized operation of listed companies on the main board (revised in 2022, hereinafter referred to as the “guidelines for standardized operation”).
Article 2 the board of directors is the decision-making body of the company’s operation and management, safeguarding the interests of the company and all shareholders, and is responsible for the decision-making of the company’s development objectives and major business activities within the scope of authorization of the articles of association and the general meeting of shareholders.
Article 3 the purpose of these rules of procedure is to standardize the procedures of the board of directors and improve the work efficiency and scientific decision-making level of the board of directors.
Chapter II directors
Section I management of directors
Article 4 a director of the company is a natural person and cannot serve as a director of the company under any of the following circumstances: (I) circumstances under which he is not allowed to serve as a director according to the company law;
(II) the market entry prohibition measures taken by the CSRC not to serve as directors of listed companies have not expired;
(III) being publicly recognized by the stock exchange as unfit to serve as a director of a listed company, and the term has not expired; (IV) other circumstances stipulated by laws and regulations and Shenzhen Stock Exchange.
If a director is elected or appointed in violation of the provisions of this article, the election, appointment or employment shall be invalid. In case of any circumstance under this article during the term of office of a director, the company shall remove him from his post.
If any of the directors of the company occurs in Item (I) and (II) of the preceding paragraph during his term of office, the relevant directors shall immediately stop performing their duties and the company shall remove them according to the corresponding provisions. If a director of the company has any circumstance in Item (III) or (IV) of the preceding paragraph during his term of office, the company shall remove him from his post within one month from the date of the occurrence of the fact. Unless otherwise stipulated by Shenzhen Stock Exchange.
Relevant directors shall be dismissed but still not removed. If they attend the meeting of the board of directors and vote, their vote shall be invalid. Article 5 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. A director may be re elected upon expiration of his term of office. A director cannot be removed from office before the expiration of his term of office at the shareholders’ meeting without cause.
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 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 president or other senior managers, but the total number of directors concurrently holding the posts of president 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 6 if a director fails to attend the meeting in person or entrust other directors to attend the meeting of the board of directors for two consecutive times, he shall be deemed unable to perform his duties, and the board of directors shall recommend the general meeting of shareholders to replace him.
Article 7 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.
If the board of directors of the company is lower than the minimum quorum due to the resignation of directors, the original directors shall still perform their duties 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 take effect when the resignation report is delivered to the board of directors.
Article 8 when a director’s resignation takes effect or his term of office expires, he shall complete all handover procedures with the board of directors. His obligations to the company and shareholders shall not be automatically relieved within a reasonable period after his resignation report has not taken effect or taken effect, and within a reasonable period after the end of his term of office. His obligations to keep the company’s business secrets confidential shall remain valid after the end of his term of office until the secrets become public information. The duration of other obligations shall be determined in accordance with the principle of fairness, depending on the length of time between the occurrence of the event and departure, as well as the circumstances and conditions under which the relationship with the company ends.
Section II code of conduct and powers of directors
Article 9 the directors of the company shall act actively and bear the obligations of loyalty and diligence to the company.
The directors of the company shall perform the following duties of loyalty and diligence:
(I) treat all shareholders fairly;
(II) protect the safety and integrity of the company’s assets, and shall not use his position to damage the interests of the company for the interests of the actual controller, shareholders, employees, himself or any other third party;
(III) without the consent of the general meeting of shareholders, they shall not seek business opportunities belonging to the company for themselves and their close family members, and shall not operate similar businesses of the company on their own or entrust others;
(IV) keep business secrets, do not disclose major information that has not been disclosed by the company, do not use insider information to obtain improper benefits, and perform the non competition obligation agreed with the company after leaving the company;
(V) ensure sufficient time and energy to participate in the company’s affairs. In principle, they should attend the board of directors in person. If they are unable to attend the board of directors in person for some reason, they should carefully select the trustee, and the authorized matters and decision-making intention should be specific and clear, and they should not be entrusted with full powers;
(VI) prudently judge the risks and benefits that may arise from the matters considered by the board of directors of the company, and express clear opinions on the matters discussed; If the company votes against or abstains from voting at the board of directors, it shall clearly disclose the reasons, basis, improvement suggestions or measures of voting intention;
(VII) carefully read the company’s various business and financial reports and rumors about the company, timely understand and continuously pay attention to the company’s business operation and management status, major events that have occurred or may occur and their impact, timely report the problems existing in the company’s business activities to the board of directors, and shall not shirk responsibility on the grounds of not directly engaging in operation and management or not knowing or familiar with the company;
(VIII) pay attention to whether the company’s interests are occupied by related persons or potential related persons, and report to the board of directors in time and take corresponding measures in case of abnormalities;
(IX) carefully read the company’s financial and accounting reports, and pay attention to whether there are major preparation errors or omissions in the financial and accounting reports, whether the main accounting data and financial indicators fluctuate significantly and whether the explanation of the reasons for the fluctuation is reasonable; If there is any doubt about the financial and accounting report, it shall take the initiative to investigate or request the board of directors to provide the necessary materials or information;
(x) actively promote the standardized operation of the company, urge the company to perform its information disclosure obligations in accordance with laws and regulations, timely correct and report the company’s violations, and support the company to fulfill its social responsibilities;
（11） Other duties of loyalty and diligence required by laws and regulations, other provisions of Shenzhen Stock Exchange and the articles of association.
Article 10 without the provisions of the articles of association or the legal authorization of the board of directors, no director shall act on behalf of the company or the board of directors in his own name. When a director acts in his own name, if the third party reasonably believes that the director is acting on behalf of the company or the board of directors, the director shall declare his position and identity in advance.
Article 11 Where a director violates the provisions of laws, administrative regulations, departmental rules or the articles of association when performing his duties and causes losses to the company, he shall be liable for compensation.
Article 12 directors shall attend the meeting of the board of directors in person. If they are unable to attend the meeting of the board of directors in person for some reason, they shall carefully select and entrust other directors in writing to attend the meeting on their behalf. Independent directors shall not entrust non independent directors to attend the meeting on their behalf. If voting matters are involved, the trustor shall clearly express his consent, objection or abstention on each matter in the power of attorney. The directors shall not make or accept the entrustment without voting intention, discretionary entrustment or entrustment with unclear scope of authorization. Directors’ responsibilities for voting matters shall not be exempted by entrusting other directors to attend.
A director shall not accept the entrustment of more than two directors to attend the meeting on his behalf at a meeting of the board of directors. When considering related party transactions, non related directors shall not entrust related directors to attend the meeting on their behalf.
Article 13 under any of the following circumstances, the directors shall make a written explanation and disclose to the public:
(I) fail to attend the board meeting in person for two consecutive times;
(II) during the term of office, the number of meetings of the board of directors not attended in person for 12 consecutive months exceeds half of the total number of meetings of the board of directors during the period.
Article 14 when the board of directors deliberates the authorized matters, the directors shall make a prudent judgment on the scope, legality, compliance, rationality and risks of the authorization, and pay full attention to whether it exceeds the scope of authorization stipulated in the articles of association, the rules of procedure of the general meeting of shareholders and these rules of procedure, and whether there are significant risks in the authorized matters.
The directors shall continuously supervise the implementation of the authorized matters.
Article 15 when the board of directors deliberates on major transactions, the directors shall understand the reasons for the transactions in detail, carefully evaluate the impact of the transactions on the company’s financial situation and long-term development, and pay special attention to whether there is any act of covering up the essence of related party transactions and damaging the legitimate rights and interests of the company and minority shareholders by means of non related party transactions.
Article 16 when the board of directors deliberates on related party transactions, the directors shall make a clear judgment on the necessity, fairness, true intention and impact on the company of related party transactions, pay special attention to the pricing policy and basis of the transaction, including the fairness of the assessed value, the relationship between the transaction price of the transaction object and the book value or assessed value, strictly abide by the avoidance system of related directors, and prevent the use of related party transactions to regulate profits Transfer interests to related parties and damage the legitimate rights and interests of the company and minority shareholders.
Article 17 when the board of Directors considers major investment matters, the directors shall carefully analyze the feasibility and investment prospect of the investment project, and pay full attention to whether the investment project is related to the company’s main business, whether the capital source arrangement is reasonable, whether the investment risk is controllable and the impact of the matter on the company.
Article 18 before the board of Directors considers the external guarantee, the directors shall fully understand the operation and credit status of the guaranteed party, and carefully analyze the financial status, operation status and credit status of the guaranteed party.
The directors shall make a prudent judgment on the compliance and rationality of the guarantee, the ability of the guaranteed party to repay the debt and the effectiveness of the counter guarantee measures.
When the board of Directors considers the guarantee proposal for the company’s holding subsidiaries and joint-stock companies, the directors shall focus on whether the shareholders of the holding subsidiaries and joint-stock companies provide the same guarantee or counter guarantee and other risk control measures according to the proportion of capital contribution.
Article 19 when the board of Directors considers matters involving changes in accounting policies, changes in accounting estimates, correction of major accounting errors, etc., the directors shall pay attention to the rationality of the changes or corrections, the impact on the accounting data regularly reported by the company, whether retroactive adjustment is involved, whether it leads to changes in the nature of the company’s profits and losses in relevant years, and whether there is any situation of using the above matters to adjust the profits of each period to mislead investors.
Article 20 before the board of Directors considers the external financial assistance, the directors shall actively understand the basic information of the funded party, such as operation and financial status, credit status, tax payment, etc.
When considering the provision of financial assistance, the directors shall make a prudent judgment on the compliance and rationality of the provision of financial assistance, the repayment ability of the funded party and the effectiveness of the guarantee measures.
Article 21 when the board of Directors considers providing financial assistance to holding subsidiaries (except holding subsidiaries within the scope of the company’s consolidated statements and with a shareholding ratio of more than 50%) and joint-stock companies, the directors shall pay attention to whether other shareholders of the funded object provide financial assistance according to the proportion of capital contribution and under the same conditions, and whether there are situations that directly or indirectly damage the interests of the company, And whether the company has fulfilled the approval procedures and information disclosure obligations as required.
Article 22 when the board of Directors considers the sale or transfer of trademarks, patents, know-how, franchise rights and other assets related to the company’s core competitiveness, the directors shall pay full attention to whether the matter damages the legitimate rights and interests of the company and minority shareholders, and shall express clear opinions on it. The aforesaid opinions shall be recorded in the minutes of the meeting of the board of directors.
Article 23 when the board of directors deliberates on entrusted financial management, the directors shall pay full attention to whether the approval power of entrusted financial management is delegated to the directors or senior managers, whether the relevant risk control systems and measures are sound and effective, and whether the trustee’s integrity record, operation status and financial status are good.
Article 24 when the board of Directors considers high-risk investments such as securities investment and derivatives trading, the directors shall pay full attention to whether the company has established a special internal control system, whether the investment risk is controllable and whether the risk control measures are effective, whether the investment scale affects the normal operation of the company, whether the source of funds is its own funds, whether there is investment in violation of regulations, etc.
Article 25 when the board of Directors considers the change of the purpose of the raised funds, the directors shall pay full attention to the rationality and necessity of the change, and make a prudent judgment after fully understanding the feasibility, investment prospect, expected income and other conditions of the changed project.
Article 26 when the board of Directors considers the acquisition and major asset reorganization of the company, the directors shall fully investigate the intention of the acquisition or reorganization, pay attention to the credit status and financial status of the acquirer or the reorganization counterparty, whether the transaction price is fair and reasonable, whether the acquisition or reorganization is in line with the overall interests of the company, and carefully evaluate the impact of the acquisition or reorganization on the financial status and long-term development of the company.
Article 27 when the board of Directors considers the profit distribution and capital reserve conversion to share capital (hereinafter referred to as “profit distribution”), the directors shall pay attention to the compliance and rationality of profit distribution and whether the plan is consistent with the company
