Keeson Technology Corporation Limited(603610)
Rules of procedure of the board of directors
Chapter I General Provisions
Article 1 in order to standardize the discussion methods and decision-making procedures of the board of directors of Keeson Technology Corporation Limited(603610) (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 Keeson Technology Corporation Limited(603610) 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 seven Directors (three of whom are independent directors), with one chairman. Independent directors shall include at least one accounting professional (accounting professional refers to the person who has the qualification of certified public accountant, or has senior professional title, associate professor or above professional title or doctoral degree in accounting, audit and financial management, or has senior professional title in economic management, and has more than five years of full-time working experience in accounting, audit or financial management). 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.
Article 3 the working system of independent directors shall be formulated separately by the board of directors.
Article 4 the board of directors 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 are all composed of directors, among 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, unless otherwise stipulated by laws and regulations. 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 board of directors shall set up an office to handle the daily affairs of the board of directors. The Secretary of the board of directors also serves as the head of the office 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, entrusted financial management, related party transactions, external donations 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） Check the work of the general manager and listen to the work report 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.
The directors of the company have the following rights:
(I) attend the meeting of the board of directors;
(II) timely obtain the notice of the meeting of the board of directors and the meeting documents;
(III) timely obtain the notice of the shareholders’ meeting and attend the shareholders’ meeting;
(IV) propose proposals to the board of directors individually or jointly;
(V) independently exercise voting rights at the meeting of the board of directors, and each director has one vote;
(VI) independently express my opinions and opinions on each proposal submitted to the board of directors for discussion at the board of directors;
(VII) supervise the implementation of the resolutions of the board of directors;
(VIII) sign contracts, agreements or other legal documents on behalf of the company as authorized by the board of directors;
(IX) according to the authorization of the board of directors, participate in the research, planning, negotiation and signing of the company’s foreign investment projects on behalf of the company;
(x) engage in other acts on behalf of the company in accordance with the decision of the board of directors;
（11） Other functions and powers granted by the general meeting of shareholders or the board of directors of the company;
（12） Other rights stipulated by laws, regulations, articles of association or these rules.
Article 7 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 8 the chairman of the board of directors of the company shall be elected and removed by more than half of all directors.
Article 9 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 10 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.
Directors (except independent directors) or other senior managers of the company may concurrently serve as the Secretary of the board of directors of the company. The current supervisor of the company, the personnel deemed unsuitable by the stock exchange to serve as the Secretary of the board of directors of the company, the certified public accountant of the accounting firm hired by the company and the lawyer of the law firm shall not concurrently serve as the Secretary of the board of directors of the company. The main responsibilities of the Secretary of the board of directors are:
(I) be responsible for the company’s information disclosure, coordinate the company’s information disclosure, organize the formulation of the company’s information disclosure management system, and urge the company and relevant information disclosure obligors to abide by the relevant provisions of information disclosure; (II) be responsible for the management of investor relations and coordinate the information communication between the company and securities regulatory authorities, investors, actual controllers, intermediaries, media, etc;
(III) prepare and organize the meetings of the board of directors and the general meeting of shareholders, participate in the meetings of the general meeting of shareholders, the board of directors, the board of supervisors and relevant meetings of senior managers, and be responsible for the minutes of the meetings of the board of directors and sign them; (IV) be responsible for the confidentiality of the company’s information disclosure, and immediately report and disclose to the bourse in case of undisclosed major information disclosure;
(V) pay attention to media reports and take the initiative to verify the truth, and urge the company and other relevant subjects to reply to the inquiry of the exchange in time;
(VI) organize the company’s directors, supervisors and senior managers to carry out training on relevant laws and regulations and relevant provisions of the exchange, and assist the above-mentioned personnel to understand their respective responsibilities in information disclosure;
(VII) urge directors, supervisors and senior managers to abide by laws and regulations, relevant provisions of the exchange and the articles of association, and earnestly fulfill their commitments; When knowing that the company, directors, supervisors and senior managers have made or may make resolutions in violation of relevant provisions, they shall remind them and report to the bourse immediately and truthfully; (VIII) be responsible for the management of changes in the company’s shares and their derivatives;
(IX) other duties required by laws, regulations and the exchange.
Chapter III convening of board meeting
Article 11 the meetings of the board of directors are divided into regular meetings and interim meetings.
Article 12 the board of directors shall hold regular meetings at least once a year in the previous two and a half years.
Article 13 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. Before drawing up a proposal, the chairman of the board of directors shall solicit the opinions of the manager and other senior managers as necessary.
Article 14 under any of the following circumstances, the chairman of the board of directors shall 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 15 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 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 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 16 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 17 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 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 respectively. If it is not delivered directly, it shall also be confirmed by telephone, e-mail or other means, and corresponding records shall be made.
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.
While notifying the meeting, the office of the board of directors shall provide sufficient materials, including relevant background materials of the meeting topics and information and data that are 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 18 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 directors shall attend the meeting in person or entrust other directors to attend the meeting on their behalf;
(VIII) 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 19 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 20 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 21 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.
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, nor refuse to sign on the grounds of objection to the contents of the periodic report or disagreement with the audit institution.
Article 22 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 23 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. Recognized by the moderator of the meeting
