Rules of procedure of the board of directors
Guangzhou, Guangdong
January 2002
catalogue
Chapter I General Provisions Chapter II composition of the board of Directors Chapter III Organizational Structure of the board of Directors 2 Chapter IV proposal of the board of Directors Chapter V convening of board meeting Chapter VI notice of board meeting 5 chapter VII convening and voting of the board meeting 6 Chapter VIII minutes of the board of Directors Chapter IX implementation of resolutions Chapter X amendment of rules of procedure Chapter XI Supplementary Provisions twelve
Rules of procedure of the board of directors
Chapter I General Provisions
Article 1 in order to clarify Ligao Foods Co.Ltd(300973) (hereinafter referred to as “the company” or “the company”) the responsibilities and authorities of the board of directors, standardize the discussion methods and decision-making procedures of the board of directors, promote the directors and the board of directors to effectively perform their duties, and improve the standardized operation and scientific decision-making level 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, the guidelines for the governance of listed companies, the guidelines for the articles of association of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, and other laws, regulations, rules and normative documents, as well as the relevant provisions of the Ligao Foods Co.Ltd(300973) articles of Association (hereinafter referred to as the “articles of association”), These rules are formulated in combination with the actual situation of the company.
Article 2 the board of directors shall conscientiously perform its duties stipulated in relevant laws, regulations and the articles of association, ensure that the company complies with the provisions of laws, regulations and the articles of association, treat all shareholders fairly, and pay attention to the interests of other stakeholders.
Chapter II composition of the board of directors
Article 3 the company shall establish a board of directors according to law, which shall be responsible for the general meeting of shareholders.
Article 4 the board of directors of the company is composed of 6 directors, including 2 independent directors. The company has a chairman and a vice chairman. The chairman is elected by the board of directors by more than half of all directors, and the vice chairman of the company assists the chairman in his work.
Chapter III Organizational Structure of the board of directors
Article 5 the company shall have a secretary of the board of directors, who shall be appointed by the board of directors. The Secretary of the board of directors is responsible for the preparation of the general meeting of shareholders and the meeting of the board of directors, the custody of documents, the management of shareholders’ information, and the handling of information disclosure. The Secretary of the board of directors is the senior management of the company and is responsible to the board of directors.
The Secretary of the board of directors shall comply with the relevant provisions of laws, administrative regulations, departmental rules, normative documents, the articles of association and the working rules of the Secretary of the board of directors of the company.
Article 6 the board of directors shall set up the office of the board of directors to handle the daily affairs of the board of directors.
The Secretary of the board of directors is the person in charge of the office of the board of directors and keeps the seals of the board of directors and the office of the board of directors. The Secretary of the board of directors may designate securities affairs representatives and other relevant personnel to assist them in handling their daily affairs.
Article 7 the board of directors shall establish an audit committee and may establish relevant special committees such as 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 proposals of the special committee shall be submitted to the board of directors for deliberation and decision.
The members of the special committee are all composed of directors. Among the audit committee, nomination committee and remuneration and assessment committee, the independent directors shall account for the majority and act as the convener. The convener of the audit committee shall be an independent director and an accounting professional.
The board of directors is responsible for formulating the rules of procedure of the special committee and standardizing the operation of the special committee.
Chapter IV proposal of the board of directors
Article 8 unless otherwise specified in the articles of association, 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.
Article 9 the proposal of the board of directors shall meet the following conditions:
(I) the content does not conflict with the provisions of laws, regulations, rules, normative documents and the articles of association, and belongs to the scope of responsibilities of the board of directors;
(II) there are clear topics and specific resolutions.
Article 10 if the proposal put forward by the proposer falls within the scope of the responsibilities of each special committee, each special committee shall first consider it and submit the deliberation opinions and results to the board of directors for deliberation.
Article 11 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.
The chairman of the board of directors shall, as necessary, seek the opinions of the general manager and other senior managers before formulating a proposal. Article 12 except that shareholders representing more than 1 / 10 of the voting rights, more than 1 / 3 of the directors or the board of supervisors shall put forward the proposal of the interim Board of directors when they propose to convene the interim Board of directors, other proposals to the board of directors shall be submitted to the Secretary of the board of directors 10 days before the convening of the board of directors, and the Secretary of the board of directors shall submit them to the chairman to decide whether to be included in the proposal of the board of directors. If the chairman fails to include the proposal submitted by the proposer in the deliberation proposal of the board of directors, the chairman shall explain the reasons to the proposer. If the proposer disagrees, the board of directors shall decide whether to include it in the deliberation proposal by more than half of all directors.
Article 13 the following matters to be considered by the board of directors may be submitted to the board of directors for consideration in the following ways:
(I) the annual development plan and production and operation plan of the company shall be organized and drafted by the general manager, and then proposed by the chairman to the board of directors;
(II) the financial budget and final accounts of the company shall be formulated by the chief financial officer in conjunction with the general manager, and then proposed by the chairman to the board of directors;
(III) the company’s profit distribution and loss recovery plan shall be jointly formulated by the chief financial officer, the general manager and the Secretary of the board of directors, and then proposed by the general manager to the board of directors.
Article 14 the chairman of the board of directors and the general manager of the company shall, according to the deliberation results of the nomination committee, submit proposals on the appointment and removal of the company’s personnel to the board of directors in accordance with their authority, and the independent directors shall express their independent opinions on the appointment and removal of directors and senior managers to the board of directors.
Article 15 the general manager shall be responsible for drafting proposals on the internal structure and basic management system of the company and submitting them to the board of directors.
Chapter V convening of board meetings
Article 16 the meetings of the board of directors are divided into regular meetings and interim meetings.
The board of directors shall hold at least two meetings each year, which shall be convened by the chairman, and all directors and supervisors shall be notified in writing 10 days before the meeting.
Article 17 under any of the following circumstances, the board of directors shall convene an interim meeting:
(I) proposed by shareholders representing more than 1 / 10 of the voting rights;
(II) when more than 1 / 3 of the directors jointly propose;
(III) when more than 1 / 2 of the independent directors propose;
(IV) when proposed by the board of supervisors;
(V) when the chairman considers it necessary;
(VI) when proposed by the general manager;
(VII) when required by the securities regulatory authority;
(VIII) other circumstances stipulated by laws, regulations, rules, normative documents and the articles of association.
The chairman shall convene and preside over the meeting of the board of directors within 10 days after receiving the proposal.
Article 18 the board of directors shall notify all directors and supervisors in writing 3 days before the convening of the interim meeting of the board of directors. However, under special or emergency circumstances, if it is necessary to convene an interim meeting of the board of directors as soon as possible, the meeting notice can be sent orally or by telephone, which is not limited by the time limit of the notice, but the convener shall make an explanation at the meeting and make the meeting minutes.
Article 19 Where an interim meeting of the board of directors is proposed in accordance with Article 17 of these rules, 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 matters:
(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 considers that the content of the proposal is unclear, specific or the relevant materials are insufficient, he may require the proposer to modify or supplement it.
Article 20 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, the vice chairman shall convene and preside over the meeting. If the vice chairman is unable or fails to perform his duties, a director jointly recommended by more than half of the directors shall convene and preside over the meeting.
Chapter VI notice of board meeting
Article 21 for 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 by personal delivery, fax, mail, e-mail, etc. 10 and 3 days in advance respectively.
Article 22 the written meeting notice of the board of directors shall at least include the following contents:
(I) date and place of the meeting;
(II) duration of the meeting;
(III) reasons and topics;
(IV) date of notice.
The notice of oral meeting shall at least include the contents of items (I) and (III) above, as well as the description of convening an interim meeting of the board of directors as soon as possible under special or urgent circumstances.
Article 23 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 3 days before the original meeting date, explaining the situation and the relevant contents and relevant materials of the new proposal. If it is less than 3 days, the date of the meeting shall be postponed accordingly, or the meeting shall be held on the original date after obtaining the written 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 24 If the notice of the board meeting is delivered by a specially assigned person, the person to be served shall sign (or seal) on the service receipt, and the date signed by the person to be served shall be the date of service; If the notice is sent by mail, the 5th working day from the date of delivery to the post office shall be the date of service; If the notice is delivered by e-mail, the date when the e-mail enters the recipient’s electronic data interchange system shall be the date of delivery; If the notice is sent by fax, the date when the fax enters the receiving system designated by the person to be served shall be the date of service.
Article 25 when the company holds a meeting of the board of directors, the board of directors shall notify all directors in advance at the time specified in this chapter, provide sufficient meeting materials, including all information, data and materials required by the directors to vote on the proposal, such as relevant background materials of the meeting topics, prior approval of independent directors, and timely respond to the inquiries raised by the directors, Before the meeting, relevant meeting materials shall be supplemented according to the requirements of the directors.
Chapter VII convening and voting of board meeting
Article 26 the meeting of the board of directors shall be held only when more than half of the directors are present.
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. If the chairman of the meeting deems it necessary, he may notify other relevant personnel to attend the meeting of the board of directors as nonvoting delegates.
Article 27 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 specify:
(1) the name and ID number 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) the term of validity of the entrustment;
(V) signature (seal) and date of the client.
If other directors are entrusted to sign written confirmation opinions on behalf of the regular report, special authorization shall be made in the power of attorney.
The entrusted director shall submit a written power of attorney to the chairman of the meeting and explain the entrusted attendance on the attendance book of the meeting. 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.
Article 28 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 29 the board meeting shall be held on site. If necessary, on the premise of ensuring that the directors can fully express their opinions, the meeting can also be held by video, telephone, fax or e-mail voting with the consent of the convener (host) and the proposer. The meeting of the board of directors can also be held on site and in other ways at the same time. If a director participates in the board of directors through the above other means, he shall be deemed to be present.
If the meeting is not held on site, the number of directors attending the meeting shall be calculated by video showing the directors present, the directors who express their opinions in the teleconference, the effective voting votes such as fax or e-mail actually received within the specified time limit, or the written confirmation letter submitted by the directors who have participated in the meeting afterwards.
Article 30 the chairman of the meeting shall request the directors attending the board meeting to express clear opinions on various proposals.
For proposals that require prior approval of independent directors according to regulations, the meeting host shall designate an independent director to read out the written approval opinions reached by independent directors before discussing relevant proposals.
If a director obstructs the normal progress of the meeting or affects the speeches of other directors, the chairman of the meeting shall stop it in time.
Unless unanimously agreed by all directors attending the meeting, the board meeting shall not discuss the proposal not included in the meeting notice
