Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd
Rules of procedure of the board of directors
April, 2002
Chapter I General Provisions
Article 1 in order to further standardize the discussion methods and decision-making procedures of the board of directors of Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd. (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, according to the company law of the people’s Republic of China (hereinafter referred to as “the company law”) These rules are formulated in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the articles of association of Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as the “articles of association”). Article 2 the board of directors shall conscientiously perform its duties stipulated in relevant laws, administrative regulations and the articles of association, ensure that the company complies with the provisions of laws, administrative regulations and the articles of association, treat all shareholders fairly, and pay attention to the legitimate rights and interests of other stakeholders.
Chapter II functions, powers and composition of the board of directors
Article 3 the company establishes a board of directors, which is responsible for the general meeting of shareholders. The board of directors shall have a secretary of the board of directors. The Secretary of the board of directors is the senior manager of the company, who handles the daily affairs of the board of directors and is responsible to the board of directors. The office of the Secretary of the board of directors is set under it to assist in handling the relevant affairs of the board of directors and the matters assigned by the Secretary of the board of directors.
Article 4 the board of directors is composed of nine directors, and the members of the board of directors shall include at least one-third of independent directors. The board of directors shall have one chairman.
Article 5 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, external guarantee, entrusted financial management, related party transactions, external donation 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 and the person in charge of finance 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） Formulate and implement the company’s equity incentive plan;
（17） Other functions and powers stipulated by laws, administrative regulations, departmental rules or the articles of association.
Matters beyond the scope authorized by the general meeting of shareholders shall be submitted to the general meeting of shareholders for deliberation.
Article 6 the board of directors shall determine the authorities of investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, related party transactions and external donation, 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.
The transaction matters to be considered by the board of directors are as follows:
(I) the total assets involved in the transaction (if there are both book value and assessed value, whichever is higher) account for more than 10% of the company’s total audited assets in the latest period;
(II) the transaction amount of the transaction accounts for more than 10% of the market value of the company;
(III) the net assets of the subject matter of the transaction (such as equity) in the most recent fiscal year accounted for more than 10% of the market value of the company;
(IV) the operating income related to the subject matter of the transaction (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 exceeds 10 million yuan;
(V) 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 exceeds 1 million yuan;
(VI) the net profit related to the subject matter of the transaction (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 more than 1 million yuan.
The transactions in this article include but are not limited to: purchase or sale of assets; Foreign investment (except for purchasing bank financial products); Transfer or transfer of R & D projects; Sign the license agreement; Provide guarantee; Leased in or leased out assets; Entrusted or entrusted management of assets and businesses; Donated or donated assets; Reorganization of creditor’s rights and debts; Provide financial assistance; Other transactions recognized by Shanghai Stock Exchange.
The above purchase or sale of assets does not include the purchase of raw materials, fuels and power, and the sale of products, commodities and other assets related to daily operation.
The related party transactions to be considered by the board of directors are as follows:
Related party transactions between the company and related legal persons with a transaction amount of more than 3 million yuan and accounting for more than one thousandth of the company’s total audited assets or market value in the latest period, or related party transactions between the company and related natural persons with a transaction amount of more than 300000 yuan; However, related party transactions between the company and related parties with a transaction amount of more than 30 million yuan and accounting for more than 1% of the company’s latest audited total assets or market value shall be submitted to the general meeting of shareholders for approval before implementation.
The external guarantee matters to be considered by the board of directors are as follows:
External guarantees other than those to be considered by the general meeting of shareholders as stipulated in the articles of association.
The board of directors shall also strictly abide by the following provisions when considering external guarantees:
(I) in addition to the approval of more than half of all directors, the external guarantee must be reviewed and approved by more than two-thirds of the directors present at the board of directors;
(II) external guarantees that should be approved by the general meeting of shareholders can only be submitted to the general meeting of shareholders for approval after being deliberated and approved by the board of directors.
Article 7 the chairman of the board of directors shall be elected and removed by more than half of all directors.
Article 8 the chairman 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) sign important documents of the board of directors and other documents that should be signed by the legal representative of the company;
(V) in case of force majeure such as catastrophic natural disasters, exercise the special disposal right of the company’s affairs in accordance with the laws and the interests of the company, and report to the board of directors and the general meeting of shareholders afterwards; (VI) other functions and powers authorized by the board of directors.
Article 9 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 chairman of the board of directors shall actively promote the formulation and improvement of various internal systems of the company, strengthen the construction of the board of directors, ensure the normal development of the work of the board of directors according to law, convene and preside over the meetings of the board of directors according to law, and urge the directors to attend the meetings of the board of directors in person.
Article 11 the chairman of the board of directors shall strictly abide by the collective decision-making mechanism of the board of directors, shall not replace the decision-making of the board of directors with personal opinions, and shall not affect the independent decision-making of other directors.
Article 12 the chairman of the board of directors shall actively supervise and urge the implementation of the resolutions of the board of directors. If it is found that the resolutions of the board of directors have not been strictly implemented or the situation has changed, resulting in the inability to implement the resolutions of the board of directors, measures shall be taken in time.
Article 13 the chairman of the board of directors shall guarantee the right to know of independent directors and the Secretary of the board of directors, create good working conditions for them to perform their duties, and shall not obstruct them from exercising their functions and powers according to law in any form.
Chapter III directors
Article 14 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) no civil capacity or limited civil capacity;
(II) being sentenced to criminal punishment for corruption, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy, less than five years after the expiration of the execution period, or being deprived of political rights due to a crime, less than five years after the expiration of the execution period;
(III) being a director, factory director or manager of a company or enterprise in bankruptcy liquidation and personally responsible for the bankruptcy of the company or enterprise, less than three years have elapsed since the completion of the bankruptcy liquidation of the company or enterprise;
(IV) having served as the legal representative of a company or enterprise whose business license has been revoked or ordered to close down due to violation of law, and having personal responsibility, less than three years have elapsed since the date of revocation of the business license of the company or enterprise;
(V) a large amount of personal debt is not paid off when due;
(VI) being prohibited from entering the securities market by the CSRC, and the time limit has not expired;
(VII) he has been subject to administrative punishment by the CSRC in the past three years, or has been banned from entering the securities market by the CSRC, and the time limit has not expired;
(VIII) having been publicly condemned by the Shanghai Stock Exchange or criticized twice or more in the last three years;
(IX) it is publicly recognized by the stock exchange as unfit to serve as a director of the company, and the term has not expired;
(x) other matters stipulated by laws, administrative regulations, departmental rules and Shanghai Stock Exchange.
The above period shall be calculated according to the date of the general meeting of shareholders or the meeting of the board of directors to be elected as directors, supervisors and senior managers.
If a director is elected or appointed in violation of the provisions of this article, the election, appointment or employment shall be invalid. If any of the circumstances set forth in this article occurs to a director during his term of office, the company shall remove him from his post.
Article 15 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.
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 these rules before the re elected director takes office.
A director may be concurrently held by the general manager, deputy general manager or other senior managers, but the total number of directors concurrently holding the posts of general manager, deputy general manager or other senior managers shall not exceed one-half of the total number of directors of the company. The board of directors of the company does not have employee representatives as directors.
Article 16 the directors shall abide by laws, administrative regulations and these rules and bear the following obligations of loyalty to the company:
(I) shall not take advantage of his power to accept bribes or other illegal income, and shall not encroach on the company’s property; (II) not misappropriate the company’s funds;
(III) the company’s assets or funds shall not be deposited in an account opened in its own name or in the name of other individuals;
(IV) it shall not violate the provisions of these rules by lending the company’s funds to others or providing guarantee for others with the company’s property without the consent of the general meeting of shareholders or the board of directors;
(V) not to enter into contracts or conduct transactions with the company in violation of the provisions of these rules or without the consent of the general meeting of shareholders;
(VI) without the consent of the general meeting of shareholders, it is not allowed to take advantage of his position to seek business opportunities that should belong to the company for himself or others, and operate businesses similar to the company for himself or for others;
(VII) shall not accept the Commission of trading with the company as his own;
(VIII) not disclose company secrets without authorization;
(IX) it shall not use its affiliated relationship to damage the interests of the company;
(x) other loyalty obligations stipulated by laws, administrative regulations, departmental rules and Shanghai Stock Exchange. The income obtained by a director in violation of this article shall be owned by the company; If losses are caused to the company, it shall be liable for compensation.
The directors shall sign a confidentiality agreement with the company to ensure that their confidentiality obligations for the company’s business secrets, including core technologies, remain valid until the business secrets become public information, and shall not use the company’s core technologies to engage in businesses similar to or similar to the company.
Article 17 the directors shall abide by laws, administrative regulations and these rules and bear the following obligations of diligence to the company:
(I) exercise the rights conferred by the company carefully, seriously and diligently to ensure that the company’s business activities comply with the requirements of national laws, administrative regulations and various national economic policies, and that the business activities do not exceed the business scope specified in the business license;
(II) all shareholders should be treated fairly;
(III) timely understand the business operation and management of the company;
(IV) sign written confirmation opinions on the company’s periodic reports; Ensure that the information disclosed by the company is true, accurate and complete;
(V) it shall truthfully provide the board of supervisors with relevant information and materials, and shall not hinder the board of supervisors or supervisors from exercising their functions and powers;
(VI) other duties of diligence stipulated by laws, administrative regulations, departmental rules and Shanghai Stock Exchange. Article 18 under any of the following circumstances, the directors shall make a written explanation and report to the stock exchange:
(I) fail to attend the board meeting in person for two consecutive times;
(II) during the term of office, the number of times of not attending the board meeting in person for 12 consecutive months exceeds half of the total number of board meetings during that period.
Article 19 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 to be unable to perform his duties, and the board of directors and the board of supervisors shall recommend the general meeting of shareholders to replace him.
Article 20 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. The board of directors will disclose the relevant information within two days.
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 these rules 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 21 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 duty of loyalty to the company and shareholders shall not be automatically relieved after the end of his term of office and shall remain valid for three years after the end of his term of office. His obligation to keep the company’s trade secrets confidential shall remain valid after the end of his term of office until the secrets become public information; The duration of other Loyalty Obligations shall be determined in accordance with the principle of fairness and in combination with the nature of the matter, the importance to the company, the time of influence on the company and the relationship with the director.
Article 22 without the provisions of these rules 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 23 directors violate laws, administrative regulations, departmental rules, the articles of association or these rules when performing their duties, causing damage to the company
