Shanxi Huayang New Materialco.Ltd(600281)
Rules of procedure of the board of directors
(revised in April 2022)
Chapter I General Provisions
Article 1 in accordance with the requirements of establishing a modern enterprise system, in order to clarify the responsibilities and authorities of the board of directors of Shanxi Huayang New Materialco.Ltd(600281) (hereinafter referred to as “the company” or “the company”), standardize the internal organization and operation procedures of the board of directors, and improve the standard 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 (hereinafter referred to as the “Securities Law”), the Listing Rules of Shanghai Stock Exchange, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation and other relevant laws, regulations and normative documents, and the Shanxi Huayang New Materialco.Ltd(600281) articles of Association (hereinafter referred to as the “articles of association”) formulate these rules in combination with the actual situation of the company.
Article 2 the company shall establish a board of directors according to law. The board of directors is the permanent organization for the company’s business decision-making and is responsible for the general meeting of shareholders.
The board of directors shall exercise its functions and powers within the scope specified in the company law and other relevant laws, the articles of association, the functions and powers conferred by the general meeting of shareholders and these rules of procedure, shall not exceed the scope of functions and powers, and shall not interfere with the punishment of directors on their own rights.
Article 3 these rules are applicable to the board of directors, special committees of the board of directors, directors, Secretary of the board of directors and relevant departments and personnel involved in these rules.
Chapter II powers and authorization of the board of directors
Article 4 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, 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） Listen to the work report of the general manager of the company and check the work of the general manager;
（16） Deliberating and approving debt financing matters beyond the scope of the company’s general meeting of shareholders;
（17） Other functions and powers granted by laws, administrative regulations, departmental rules or the articles of association.
Article 5 the board of directors shall determine the authority of external 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 board of directors shall exercise its functions and powers on the following matters:
(I) review the related party transactions between the company and related legal persons (except for providing guarantees, receiving cash assets and simply reducing and remitting the company’s obligations) with a transaction amount of more than 3 million yuan and accounting for more than 0.5% of the absolute value of the company’s latest audited net assets, as well as the related party transactions between the company and related natural persons with a transaction amount of more than 300000 yuan;
(II) review the non related party transactions such as the purchase or sale of assets, foreign investment (including entrusted wealth management, entrusted loans, investment in subsidiaries, etc.), lease in or lease out assets, creditor’s rights and debt restructuring, etc. that meet the following standards:
1. The total assets involved in the transaction (if there are both book value and evaluation value, whichever is higher) account for more than 10% of the company’s total assets audited in the latest period;
2. 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;
3. 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;
4. The relevant operating income of the transaction object 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;
5. The related net profit of the transaction object 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;
6. The net assets involved in the subject matter of the transaction (such as equity) (if there are both book value and evaluation value, whichever is higher) account for more than 10% of the latest audited net assets of the listed company, and the absolute amount exceeds 10 million yuan.
If the data involved in the above indicators is negative, the absolute value shall be taken for calculation.
(III) review the following financial assistance matters of the company:
1. The amount of a single financial subsidy exceeds 2% of the company’s latest audited net assets;
2. The cumulative amount of financial assistance in the last 12 months exceeds 2% of the company’s latest audited net assets. If the financial assistance reaches the relevant conditions in Article 44 of the articles of association, the board of directors shall not only consider and approve the matter by more than half of all directors, but also by more than two-thirds of the directors attending the meeting of the board of directors.
(IV) review and approve the appointment and cost determination of intermediary service agencies involved in the purchase or sale of assets, foreign equity investment and other matters within the scope of the general meeting of shareholders’ functions and powers;
(V) in addition to being deliberated and approved by more than half of all directors, the deliberation of “providing guarantee” transactions in the company shall also be deliberated and approved by more than two-thirds of the directors attending the meeting of the board of directors.
(VI) other authorized matters approved by the general meeting of shareholders in the form of resolutions.
Article 6 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) sign important documents of the board of directors and other documents that should be signed by the legal representative of the company;
(IV) exercise the functions and powers of the legal representative;
(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 7 the vice chairman of the company shall assist the chairman in his work. If the chairman is unable or fails to perform his duties, the vice chairman shall perform his duties; If the vice 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 8 the board of directors may authorize the chairman and general manager within its scope of authority, and may review the scope of authorization of the chairman and general manager from time to time to meet the actual needs of the company. The chairman and general manager shall timely report the exercise and implementation of authorization to the board of directors for record.
Chapter III composition and working organization of the board of directors
Article 9 the board of directors is composed of 9 directors, including 3 independent directors. The board of directors shall have a chairman and may have a vice chairman.
The directors are elected and replaced by the general meeting of shareholders. The term of office of the directors is three years. The directors can be re elected after the expiration of their term of office. The chairman of the board of directors of the company shall be elected and removed by more than half of all directors. The term of office of the chairman is 3 years and can be re elected.
Article 10 the board of directors shall establish the office of the board of directors as the permanent working organization of the board of directors to handle the daily affairs of the board of directors. The office of the board of directors of the company is located in the securities affairs department.
Article 11 the Secretary of the board of directors is mainly responsible for the preparation of the general meeting of shareholders, the board of directors and the special committees of the board of directors, the custody of meeting minutes and meeting documents, the management of shareholders’ materials, the provision of relevant materials according to law and the handling of information submission or disclosure in accordance with the provisions or the requirements of relevant units or individuals such as the CSRC and shareholders. The Secretary of the board of directors is the senior management of the company.
Article 12 the directors or other senior managers of the company may concurrently serve as the Secretary of the board of directors of the company. The certified public accountant of the accounting firm and the lawyer of the law firm employed by the company shall not concurrently serve as the Secretary of the board of directors of the company.
Article 13 the Secretary of the board of directors shall be nominated by the chairman and shall be responsible to the board of directors after being appointed or dismissed by the board of directors. If a director concurrently serves as the Secretary of the board of directors, if a certain act needs to be done by the director and the Secretary of the board of directors respectively, the person concurrently serving as the director and the Secretary of the board of directors of the company shall not do it in a dual capacity.
Article 14 the Secretary of the board of directors shall be responsible to the listed company and the board of directors and perform the following duties:
(I) be responsible for the public announcement of the company’s information, 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, securities service institutions, media, etc;
(III) organize and prepare 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 take charge of 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 timely report and disclose to Shanghai Stock Exchange in case of undisclosed major information disclosure;
(V) pay attention to the media reports and take the initiative to verify the authenticity of the reports, and urge the board of directors of the company to respond to the inquiries of Shanghai Stock Exchange in time;
(VI) organize the company’s directors, supervisors and senior managers to receive training in relevant laws, administrative regulations, these rules and relevant provisions, and assist the above-mentioned personnel to understand their respective responsibilities in information disclosure;
(VII) when knowing that the directors, supervisors and senior managers of the company violate laws, administrative regulations, departmental rules, other normative documents, these rules, other provisions of Shanghai Stock Exchange and the articles of association, or the company makes or may make decisions in violation of relevant provisions, they shall remind relevant personnel and report to Shanghai stock exchange immediately;
(VIII) be responsible for the equity management of the company, keep the information of the company’s directors, supervisors, senior managers, controlling shareholders and their directors, supervisors and senior managers holding the shares of the company, and disclose the changes in the shareholding of the company’s directors, supervisors and senior managers;
(IX) other duties required by the company law, CSRC and Shanghai Stock Exchange.
Article 15 the company shall separately formulate the working system of the Secretary of the board of directors, which specifically stipulates the working conditions, working methods, working procedures, assessment, rewards and punishments of the Secretary of the board of directors, which shall come into force after being approved by the board of directors.
Article 16 the board of directors of the company shall establish a technology and development strategy committee, a financial audit committee, a human resources Nomination Committee and a remuneration and assessment committee. The members of the special committee are all composed of directors and are responsible to the board of directors. Among them, independent directors account for the majority of the financial audit committee, human resources Nomination Committee and remuneration and assessment committee, and act as the convener. The convener of the audit committee is the accounting professional, and the convener of the technology and development strategy committee is the chairman. Article 17 the main responsibilities of the technology and development strategy committee are:
(I) study the company’s long-term development strategic planning and put forward suggestions;
(II) study and make suggestions on the company’s major investment decisions;
(III) study and put forward suggestions on other major issues affecting the development of the company;
(IV) check the implementation of the above matters;
(V) other matters authorized by the board of directors.
Article 18 the main responsibilities of the financial audit committee are:
(I) supervise and evaluate the work of external audit institutions;
(II) supervise and evaluate the internal audit work;
(III) review the financial reports of listed companies and express opinions on them;
(IV) supervise and evaluate the company’s internal control;
(V) coordinate the communication between the management, internal audit department and relevant departments and external audit institutions;
(VI) other matters authorized by the board of directors of the company and other matters involved in laws and regulations and relevant provisions of Shanghai Stock Exchange.
The financial audit committee shall report to the board of directors on the measures or improvements it deems necessary and put forward suggestions.
Article 19 the main responsibilities of the remuneration and assessment committee are:
(I) study the assessment standards of directors and senior managers, conduct assessment and put forward suggestions;
(II) study and review the remuneration policies and plans of directors and senior managers;
(III) supervise the implementation of the company’s salary system;
(IV) other matters authorized by the board of directors.
Article 20 the main responsibilities of the human resources nomination committee are:
(I) study the selection criteria and procedures of directors and senior managers and put forward suggestions;
(II) selecting qualified candidates for directors and senior managers;
(III) review the candidates for directors and senior managers and put forward suggestions;
(IV) other matters authorized by the board of directors.
Article 21 each special committee of the board of directors may set up a working group to be responsible for the data collection and research, daily work liaison and meeting organization of the Committee. The working group is led and coordinated by the securities affairs department, and the specific members are determined by each special committee. In principle, the members of the working group are only selected from the employees of the company.
Article 22 each special committee of the board of directors may employ external professionals to provide services, and the reasonable expenses incurred therefrom shall be borne by the company.
Article 23 the special committees of the board of directors shall be responsible to the board of directors. The special committees of the board of directors shall submit work reports to the board of directors, and the proposals of the special committees of the board of directors shall be submitted to the board of directors for review and decision.
