Beijing Ctrowell Technology Corporation Limited(300455)
Rules of procedure of the board of directors
Chapter I General Provisions
Article 1 in order to further improve the governance structure of Beijing Ctrowell Technology Corporation Limited(300455) (hereinafter referred to as “the company”), clarify the terms of reference of the board of directors, standardize the decision-making behavior of the board of directors, ensure the scientific decision-making and work efficiency of the board of directors, and safeguard the interests of the company, 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 (hereinafter referred to as the “Securities Law”), the guidelines for the governance of listed companies (hereinafter referred to as the “governance guidelines”), the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (hereinafter referred to as the “guidelines for the standardized operation”), the rules for the listing of shares on the gem of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”) The Beijing Ctrowell Technology Corporation Limited(300455) articles of Association (hereinafter referred to as the “articles of association”) and other relevant laws and regulations are hereby formulated.
Article 2 the board of directors of the company is responsible for the general meeting of shareholders, implements the resolutions of the general meeting of shareholders, is the decision-making body for the operation and management of the company, protects the interests of the company and all shareholders, enjoys full rights to operate and manage the company within the scope authorized by the articles of association and the general meeting of shareholders, and is responsible for the decision-making of the company’s development objectives and major business activities.
Article 3 the board of directors represents the company externally, and the chairman is the legal representative.
Article 4 the Secretary of the board of directors shall be responsible for the organization and coordination of the meeting of the board of directors, including arranging the meeting agenda, preparing meeting documents, organizing the meeting, taking charge of meeting minutes and meeting resolutions, etc.
Chapter II directors
Article 5 the directors of the company are natural persons, and the directors need not hold the shares of the company.
Article 6 under any of the following circumstances, he cannot serve as a director of the company:
(I) no or limited capacity for civil conduct;
(II) being sentenced to criminal punishment for corruption, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy, and the expiration of the execution period is less than 5 years, or being deprived of political rights for a crime, and the expiration of the execution period is less than 5 years;
(III) where he is a director, factory director or manager of a company or enterprise in bankruptcy liquidation and is personally responsible for the bankruptcy of the company or enterprise, less than 3 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 3 years have elapsed since the date of revocation of the business license of the company or enterprise;
(V) a large amount of personal debts are not paid off when due;
(VI) administrative penalties imposed by the CSRC in the last three years;
(VII) publicly denounced by the stock exchange or criticized in more than three circulars in the last three years;
(VIII) those who have been declared prohibited from entering the market by the CSRC and are still in the prohibition period;
(IX) being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of the listed company;
(x) unable to ensure that enough time and energy are invested in the company’s affairs and earnestly perform various duties during his tenure.
（11） Other contents stipulated by laws, administrative regulations or departmental rules.
The above period shall be calculated from the date of convening the general meeting of shareholders to elect directors. A director candidate shall report to the board of directors whether the above circumstances exist within the first time he knows or ought to know that he has been elected as a director candidate.
In addition to meeting the above requirements, independent directors must also meet other employment conditions specified in laws, regulations and normative documents.
If a director is elected or appointed in violation of the provisions of this article, such election or appointment 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 7 the directors shall be elected and replaced by the general meeting of shareholders, and each term of office shall be three years, except for those who resign for other reasons. A director may be re elected upon expiration of his term of office. Before the expiration of a director’s term of office, the general meeting of shareholders shall not remove him without reason.
The term of office of the directors shall be calculated from the date of adoption of the resolution of the general meeting of shareholders to the expiration of the term of office of the current board of directors. Article 8 directors shall abide by laws, administrative regulations and the articles of association, and bear the following obligations of loyalty to the company:
(I) they shall not take advantage of their authority to accept bribes or other illegal income, and shall not misappropriate 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) shall not, in violation of the provisions of the articles of association, lend the company’s funds to others or provide 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 the articles of association 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 business similar to the company for himself or for others;
(VII) shall not accept the Commission on transactions with the company as his own;
(VIII) not disclose the company’s secrets without authorization;
(IX) it shall not use its affiliated relationship to damage the interests of the company;
(x) other obligations of the board of directors.
The income obtained by a director in violation of the provisions of this article shall be owned by the company; If losses are caused to the company, it shall be liable for compensation.
Directors have the legal obligation to maintain the safety of the company’s funds. When the directors assist and connive at the controlling shareholders and their affiliated enterprises to occupy the company’s assets, the board of directors of the company shall punish the person directly responsible and remove the director who is seriously responsible according to the seriousness of the circumstances.
Article 9 the directors shall abide by laws, administrative regulations and the articles of association, 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 shall be treated fairly;
(III) timely understand the business operation and management of the company;
(IV) written confirmation opinions shall be signed 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 the general meeting of shareholders or the board of directors.
Article 10 no director may act on behalf of the company or the board of directors in his own name without the provisions of the articles of association or the legal authorization of the board of directors. If a director acts in his own name, the director shall declare his position and identity in advance if the third party reasonably believes that the director is acting on behalf of the company or the board of directors.
Article 11 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 12 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.
Article 13 the resignation of a director shall take effect when the resignation report is delivered to the board of directors. If the number of the board of directors of the company is lower than the quorum due to the resignation of a director, the resignation report of the director shall not take effect until the vacancy caused by his resignation is filled by the successor director.
Article 14 when a director resigns or his term of office expires, his duty of loyalty to the company and shareholders shall not be automatically relieved within two years after his resignation report has not taken effect or takes effect, and within two years after the end of his term of office, and his obligation 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 two years after the effectiveness of the director’s resignation report or the expiration of his term of office. A director whose term of office has not ended shall be liable for compensation for the losses caused to the company due to his unauthorized resignation.
Article 15 the directors shall bear the following responsibilities:
(I) be responsible for the loss of the company’s assets;
(II) bear corresponding responsibilities for the company’s losses caused by the board’s major investment decision-making mistakes;
(III) if a director violates the provisions of laws, regulations or the articles of association during the performance of his duties and causes damage to the interests of the company, he shall be liable for compensation or legal liability. Except for the directors who are proved to have expressed objection during voting and recorded in the minutes of the meeting.
Article 16 the company shall not pay taxes for directors in any form.
Article 17 with the approval of the general meeting of shareholders, the company may purchase liability insurance for directors. Except for the liabilities caused by the directors’ violation of laws, regulations and the articles of association.
Article 18 the performance of directors shall be supervised by the board of supervisors.
Article 19 the company shall establish independent directors. Independent directors refer to directors who do not hold other positions in the company except directors and have no relationship with the company and its major shareholders that may hinder their independent and objective judgment.
The independent director system shall be formulated separately by the company to specify the terms of office, responsibilities and working conditions of independent directors.
Independent directors shall not concurrently hold other positions in a listed company other than members of the special committee of the board of directors.
An independent director shall not have a relationship with the listed company and its major shareholders that may hinder his independent and objective judgment.
Chapter III board of directors
Article 20 the company has a board of directors, which is the decision-making body of the company’s operation and management and is responsible for the general meeting of shareholders.
Article 21 the board of Directors consists of nine directors, including three independent directors. There is a chairman and a vice chairman. In principle, the number of external directors shall exceed half of all members of the board of directors to ensure the diversity of professional experience and complementarity of ability structure of the board of directors.
Three directors in the board of directors are independent directors, and the independent directors include at least one accounting professional (accounting professional refers to the person with senior professional title of accounting or qualification of certified public accountant). When the number of independent directors of the company fails to meet the independence conditions or other circumstances unsuitable for performing the duties of independent directors, resulting in the number of independent directors of the company not meeting the requirements of this paragraph, the company shall supplement the number of independent directors as required.
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 22 the board of directors shall exercise the following functions and powers:
(I) decide to implement the decision-making and deployment of the Party Central Committee and major measures to implement the national and superior development strategies; (II) determine the company’s development strategy, medium and long-term development plan and important reform plan;
(III) convene the general meeting of shareholders and report to the general meeting of shareholders;
(IV) implement the resolutions of the general meeting of shareholders;
(V) decide on the company’s business plan and investment plan;
(VI) formulate the company’s annual financial budget plan and final account plan;
(VII) formulate the company’s profit distribution plan and loss recovery plan;
(VIII) formulate the company’s plans for increasing or reducing registered capital, issuing bonds or other securities and listing; (IX) formulate plans for the company’s major acquisition, acquisition of the company’s shares, merger, division, dissolution and change of company form;
(x) 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, provision of financial assistance, related party transactions and other matters specified in Article 23 of these rules;
（11） Decide on the establishment of the company’s internal management organization;
（12） Appoint or dismiss the general manager and Secretary of the board of directors of the company, and decide on their remuneration, rewards and punishments; Appoint or dismiss the company’s deputy general manager, chief financial officer and other senior managers according to the nomination of the general manager, and decide on their remuneration, rewards and punishments; Review and approve the performance appraisal of the company’s management;
（13） Formulate the basic management system of the company;
（14） Formulate the amendment plan of the articles of Association;
（15） Manage the company’s information disclosure;
（16） Propose to the general meeting of shareholders to hire or replace the accounting firm audited by the company;
（17） Listen to the work report of the general manager of the company and check the work of the general manager;
（18） Make resolutions on the acquisition of shares of the company due to the following circumstances:
1. Use shares for employee stock ownership plan or equity incentive;
2. Use the shares to convert the corporate bonds issued by the company into shares;
3. Necessary for safeguarding the company’s value and shareholders’ rights and interests.
（19） Review the annual audit report;
（20） Decide on the daily use and management of the raised funds within its authority;
（21） Determine the company’s risk management, internal control management and legal compliance management; Review and approve the company’s major litigation and arbitration handling plan;
（22） Decide on major financial matters of the company, review and approve major accounting policies and accounting estimation change plans;
（23） Decide on major matters related to the company’s safety production, maintenance of stability, employees’ rights and interests and social responsibility;
（24） Other functions and powers granted by laws, administrative regulations, departmental rules or the articles of association and the general meeting of shareholders.
The board of directors exercises the above functions and powers by convening a meeting of the board of directors and forming a resolution at the meeting. It can also be decided by the chairman of the board of directors according to the scope of authorization of the board of directors when the board of directors is not in session.
When the board of directors exercises the above functions and powers, the major operation and management matters that should be studied and discussed by the company’s Party committee in advance shall be studied and discussed by the company’s Party committee in advance, and the written opinions of the company’s Party committee shall be submitted together with the materials submitted to the board of directors for deliberation.
Article 23 the board of directors shall have the right to purchase and sell the following assets, entrusted financial management transactions, etc
(I) the board of directors has the right to decide the following matters of the company’s foreign investment, acquisition and sale of assets, asset mortgage, entrusted financial management and so on:
1. If the total assets involved in the transaction account for more than 10% of the company’s total audited assets in the latest period, and the total assets involved in the transaction have both book value and evaluated value, the higher one shall be taken as the calculation data; However, more than 50% shall be submitted to the general meeting of shareholders for deliberation.
2. The relevant operating income of the transaction object (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 the absolute amount exceeds 10 million yuan; However, if more than 50% and the absolute amount exceeds 50 million yuan, it shall be submitted to the general meeting of shareholders for deliberation.
3. 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 the absolute amount
