Baoding Lucky Innovative Materials Co.Ltd(300446)
Rules of procedure of the board of directors
Chapter I General Provisions
Article 1 These rules are formulated in accordance with the company law of the people's Republic of China, other laws and regulations and the Baoding Lucky Innovative Materials Co.Ltd(300446) articles of Association (hereinafter referred to as the "articles of association") and in combination with the actual situation of the company, in order to improve and standardize the discussion and decision-making procedures of the board of directors of Baoding Lucky Innovative Materials Co.Ltd(300446) (hereinafter referred to as the "company") and ensure the smooth operation and management of the company.
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.
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 functions and powers of the board of directors
Article 4 in accordance with the relevant provisions of the articles of association, the board of directors mainly exercises 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 to appoint or dismiss the general manager and the Secretary of the board of directors of the company according to the nomination of the chairman of the board, and decide on their remuneration, rewards and punishments; 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） Propose to the general meeting of shareholders to hire or replace the accounting firm audited by the company;
（14） Listen to the work report of the general manager of the company and check the work of the general manager;
（15） Review the transactions of the company that meet one of the following criteria (excluding the donated cash assets of the company):
1. The total assets involved in the transaction account for more than 10% of the company's total assets audited in the latest period;
However, the company's purchase and sale of major assets within one year exceeds 30% of the company's latest audited total assets; Or if the total assets involved in the transaction account for more than 50% of the company's total assets audited in the latest period, the board of directors shall discuss and make a resolution and submit it to the general meeting of shareholders for deliberation; If the total assets involved in the above transactions have both book value and evaluation value, the higher one shall be taken as the calculation data;
2. The main business income related to the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited main business 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) 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, the board of directors shall discuss and make a resolution and submit it 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) 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, the board of directors shall discuss and make a resolution and submit it to the general meeting of shareholders for deliberation;
4. The transaction amount of the transaction (including the debts and expenses undertaken) 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, the board of directors shall discuss and make a resolution and submit it 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 listed company in the latest fiscal year and the absolute amount exceeds 5 million yuan, the board of directors shall discuss and make a resolution and submit it 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.
The "transaction" referred to in this article includes the following matters:
1. Purchase or sale of assets;
2. Foreign investment (including entrusted financial management, entrusted loans, investment in subsidiaries, joint ventures and associated enterprises, investment in trading financial assets, available for sale financial assets, held to maturity investment, etc.);
3. Provide financial assistance;
4. Provide guarantee;
5. Leased in or leased out assets;
6. Sign management contracts (including entrusted operation, entrusted operation, etc.);
7. Donated or donated assets;
8. Reorganization of creditor's rights or debts;
9. Transfer of research and development projects;
10. Sign a license agreement.
（16） Related party transactions with a transaction amount of more than 300000 yuan between the company and related natural persons, and related party transactions with a transaction amount of more than 3 million yuan between the company and related legal persons, accounting for more than 0.5% of the absolute value of the company's latest audited net assets.
（17） Manage the company's information disclosure.
（18） Other functions and powers granted by laws, administrative regulations, departmental rules or the articles of association.
Chapter III functions and powers of the chairman
Article 5 according to the relevant provisions of the articles of association, the chairman of the board of directors mainly exercises 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 the documents of the board of directors and other documents that should be signed by the legal representative;
(IV) nominate the general manager and the Secretary of the board of directors;
(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) exercise the functions and powers in items (II), (13), (14) and (15) of Article 109 of the articles of association when the board of directors is not in session;
(VII) the chairman shall exercise the functions and powers of the legal representative.
Article 6 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.
Chapter IV convening and notification procedures of board meetings
Article 7 the meeting of the board of directors shall be convened by the chairman. If the chairman is unable or fails to convene, it shall be deemed that the chairman is unable or fails to perform his duties, and the meeting of the board of directors shall be convened in accordance with Article 6 of these rules.
Article 8 the board of directors shall hold at least four regular meetings every year, which shall be convened by the chairman of the board of directors, and all directors and supervisors shall be notified in writing 10 days before the meeting is held.
Article 9 shareholders representing more than 1 / 10 of the voting rights, more than 1 / 3 of the directors or the board of supervisors may propose to convene an interim meeting of the board of directors.
The proposer who proposes to convene an interim meeting of the board of directors shall submit it to the chairman in writing, and the written proposal shall specify the following contents:
(I) proposed reasons;
(II) meeting topics;
(III) proposed meeting time;
(IV) proposer and time of proposal;
(V) contact information.
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. The chairman of the board of directors may also convene an interim meeting of the board of directors on his own according to actual needs.
An interim meeting of the board of directors shall be notified in writing to all directors and supervisors 5 days before the meeting is held.
Article 10 on the premise that the directors can fully express their opinions, the interim meeting of the board of directors can be delivered by hand, express mail or fax, and resolutions can be made, which shall be signed by the directors attending the meeting.
If the board of directors makes a resolution in the way mentioned in the preceding paragraph, the time limit for prior notice specified in Article 9 of these rules may be exempted, but the written proposal of the resolution shall be delivered to each director by hand, mail or fax. The notice shall specify the way and time limit for the directors to sign their opinions. If the directors fail to express their opinions in the prescribed way beyond the time limit, they shall be deemed not to attend the meeting. If the number of directors who express their opinions in the prescribed manner has reached the quorum to make a resolution and has been delivered to the company in the manner specified in the preceding paragraph, the proposal will become a valid resolution of the board of directors of the company.
Article 11 the topics of the board meeting shall be decided by the chairman of the company in accordance with laws, regulations and the articles of association. The topics of the interim meeting of the board of directors shall be proposed by the proposer in a written proposal in accordance with laws, regulations and the articles of association. If the topic proposed by the proposer in the written proposal falls within the scope of functions and powers of the board of directors in accordance with laws, regulations and the articles of association, the chairman of the board of directors shall submit it as the topic of the meeting to the interim meeting of the board of directors for deliberation, and shall not refuse it.
Article 12 the Secretary of the board of directors shall be responsible for notifying all directors and supervisors of the meetings of the board of directors (including regular meetings and interim meetings, the same below). The notification methods are: personal delivery, fax, postage paid express mail or registered mail.
Article 13 the notice of the board meeting shall include the following contents:
(I) date and place of the meeting;
(II) duration of the meeting;
(III) reasons and topics;
(IV) date of notice.
Article 14 the meeting of the board of directors shall be attended by directors in person. If a director is unable to attend for some reason, he may entrust other directors in writing to attend on his behalf.
The power of attorney shall specify the agent's name, agency matters, scope of authorization and period of validity, and shall be valid only after being signed or sealed by the principal.
The directors attending the meeting on their behalf shall exercise the powers of the directors within the scope of authorization. If a director fails to attend the meeting of the board of directors or entrust other directors to attend, he shall be deemed to have waived his voting right at the meeting.
Article 15 the documents of the board of directors shall be prepared by the Secretary of the board of directors of the company. The documents of the board of directors shall be delivered to all directors and supervisors before the meeting. Directors shall carefully read the meeting documents delivered by the board of directors, fully consider and prepare opinions on various proposals.
Chapter V discussion and voting procedures of the board of directors
Article 16 the meeting of the board of directors shall be held only when more than half of all directors are present. The voting of resolutions of the board of directors shall implement the one person one vote system.
Article 17 the supervisors of the company 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. Other senior managers may also attend the meetings of the board of directors as required. Article 18 the meeting of the board of directors shall be presided over by the chairman. If the chairman is unable or fails to preside over the meeting, it shall be deemed that the chairman is unable or fails to perform his duties, and the provisions of Article 6 of these Rules shall apply.
Article 19 according to the agenda of the meeting, the board of directors may convene other personnel related to the topics of the meeting to introduce relevant information or listen to relevant opinions. Non board members attending the meeting as nonvoting delegates shall not intervene in the proceedings of the directors and shall not affect the process, voting and resolutions of the meeting.
Article 20 in principle, the meeting of the board of directors shall not consider the topics or matters not listed in the meeting notice. When new topics or matters need to be added under special circumstances, the temporarily added topics or matters can be considered and resolved only with the consent of more than half of all directors. When necessary, the chairman or the chairman of the meeting can use the voting procedure to vote on whether to add new topics or matters.
Article 21 If a director is associated with the enterprise involved in the resolution of the board of directors, he shall not exercise the voting right on the resolution, nor shall he exercise the voting right on behalf of other directors. The board meeting can be held when more than half of the unrelated directors are present. If the number of unrelated directors attending the board of directors is less than 3, the matter shall be submitted to the general meeting of shareholders for deliberation.
Article 22 the voting method of the board of directors is: unless more than half of all directors agree to vote by show of hands, the meeting of the board of directors shall adopt written voting. If the meeting is held by means of communication, the voting shall be conducted in accordance with the communication voting methods specified in the articles of association and these rules.
Chapter VI resolutions and minutes of the board of directors
Article 23 A resolution made by the board of directors shall be valid only if it is approved by more than half of all directors.
A resolution made by the board of directors on the company's external guarantee must be deliberated and approved by more than two-thirds of the directors present at the meeting.
The resolution of the board of directors on related party transactions shall be valid only after it is approved by more than half of all unrelated directors.
A resolution made by the board of directors on securities investment matters must be approved by more than two-thirds of all directors and more than two-thirds of independent directors.
Article 24 the relevant resolutions formed at the meeting of the board of directors shall be recorded in writing, and the directors attending the meeting shall sign the written documents of the resolutions. The written documents of the resolution shall be kept by the Secretary of the board of directors as the company's archives for 10 years.
Article 25 the resolutions of the board of directors include the following contents:
（1） Time and method of meeting notice; The date, place and method of the meeting and the name of the convener; （2） The number of directors to be present at the meeting, the number of actually present directors and the number of authorized and entrusted directors;
（3） Explain the relevant procedures of the meeting and the legitimacy and validity of the resolutions of the meeting;
（4） Explain the content (or title) of the proposal considered and voted by the meeting;
（5） If any, it shall be submitted to the shareholders of the company
