Xinjiang Korla Pear Co.Ltd(600506)
Rules of procedure of the board of directors
Chapter I General Provisions
Article 1 in order to standardize the discussion and decision-making procedures of the board of directors of Xinjiang Korla Pear Co.Ltd(600506) (hereinafter referred to as the company), ensure that the board of directors implements the resolutions of the general meeting of shareholders, improve work efficiency and ensure the level of scientific decision-making, according to the company law of the people’s Republic of China (hereinafter referred to as the company law) and the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) These rules are formulated in accordance with the stock listing rules of Shanghai Stock Exchange (hereinafter referred to as the stock listing rules), the articles of association and other relevant provisions.
Chapter II functions and powers of the board of directors
Article 2 in accordance with the relevant provisions of the articles of association, 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) according to the nomination of the nomination committee of the board of directors, decide to appoint or dismiss the general manager, 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 Executive Committee, 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; Appoint or replace the directors and supervisors of the holding subsidiary;
（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） Other functions and powers granted by laws, administrative regulations, departmental rules, stock listing rules or the articles of association.
Major matters of the company shall be collectively decided by the board of directors, and the functions and powers legally exercised by the board of directors shall not be delegated to the chairman and general manager. Matters beyond the scope authorized by the general meeting of shareholders shall be submitted to the general meeting of shareholders for deliberation. Article 3 within the scope authorized by the articles of association and the general meeting of shareholders, the board of directors shall exercise the following decision-making authority according to the actual situation of the company’s production and operation:
(I) if the transactions of the company (except for the provision of financial assistance, external guarantee and related party transactions) do not meet the standards that should be submitted to the general meeting of shareholders for deliberation as stipulated in Article 43 of the articles of association, the board of directors shall decide on its own according to the actual situation of the company’s production and operation.
Within the scope of authority of the board of directors, the board of directors authorizes the Executive Committee to make independent decisions and exercise the rights of foreign investment, acquisition and sale of assets, entrusted financial management and external donation within 10% of the company’s audited net assets in the latest period (if non monetary assets are involved, the higher of book value and evaluation value shall prevail);
(II) the guarantee matters other than the external guarantee matters to be considered by the general meeting of shareholders as stipulated in Article 44 of the articles of association shall be decided by the board of directors of the company, but such guarantee shall be signed and agreed by more than two-thirds of all members of the board of directors of the company;
(III) if the company fails to meet the standards for deliberation by the general meeting of shareholders as stipulated in the articles of association and the rules of procedure of the general meeting of shareholders, the board of directors of the company shall make decisions in accordance with the provisions of the stock listing rules.
Chapter III composition of the board of directors
Article 4 the company shall establish a board of directors according to law. The board of directors shall be responsible for the general meeting of shareholders, implement the resolutions of the general meeting of shareholders, and exercise the decision-making power within the scope of authority entrusted by the company law, the articles of association and the general meeting of shareholders.
Article 5 the board of Directors consists of nine directors, who 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 the articles of association before the re elected director takes office.
A director may be concurrently held by the general manager or other senior managers, but the total number of directors concurrently holding the posts of general manager or other senior managers shall not exceed one-half of the total number of directors of the company.
Article 6 the board of directors shall have one chairman and no more than two vice chairmen according to the development needs of the company. The chairman and vice chairman shall be elected by the board of directors by more than half of all directors.
Article 7 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 the company’s shares, corporate bonds and other securities;
(IV) sign important documents of the board of directors and other documents that should be signed by the legal representative of the company;
(V) exercise the functions and powers of the legal representative;
(VI) 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;
(VII) other functions and powers granted by the board of directors.
Article 8 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 company has two vice chairmen, the vice chairman jointly elected by more than half of the directors 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 9 the board of directors of the company shall set up an audit committee and set up relevant special committees such as strategy, nomination, salary 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 proposal shall be submitted to the board of directors for deliberation and decision. The members of the special committee are all composed of directors, in which independent directors account for the majority of the audit committee, nomination committee and remuneration and assessment committee, and act as the convener. The convener of the audit committee is an accounting professional. The board of directors is responsible for formulating the working procedures of the special committee and standardizing the operation of the special committee.
Article 10 the board of directors has an office under the board of directors, which is responsible for handling the daily affairs of the board of directors.
Chapter IV proposal and notice of the board of directors
Article 11 the board of directors shall hold at least two 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 12 under any of the following circumstances, the board of directors shall convene and preside over the meeting of the board of directors within 10 days after receiving the proposal:
(I) shareholders representing more than one tenth of the voting rights propose;
(II) when more than one-third of the directors propose;
(III) when proposed by the board of supervisors;
(IV) when the chairman considers it necessary;
(V) when more than half of the independent directors propose;
(VI) other circumstances stipulated by laws, administrative regulations, departmental rules or the articles of association.
Article 13 the proposal of the meeting shall fall within the scope of the board of directors, have clear topics and specific resolutions, and comply with the relevant provisions of laws, administrative regulations and the articles of association.
Article 14 the notice method of the board of directors convening the interim board meeting is: by telephone, personal delivery, fax, wechat and e-mail. The notice time limit is: three days before the meeting; However, if the situation is urgent and it is necessary to convene an interim meeting of the board of directors as soon as possible, the meeting notice can be sent by telephone or other oral means at any time, but the convener shall make an explanation at the meeting and the board of directors shall make a resolution on the exemption of the meeting notice.
Article 15 the notice of the board meeting shall include the following contents:
(I) time, place and duration of the meeting;
(II) convening method of the meeting;
(III) topics to be considered;
(IV) attendees;
(V) the requirement that directors should attend the meeting in person or entrust other directors to attend the meeting on their behalf;
(VI) contact person and contact information;
(VII) date of notice.
Article 16 after the notice of the meeting of the board of directors is issued, if it is necessary to change the time and place 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.
Chapter V convening of the meeting
Article 17 the board meeting shall be held on site. If necessary, on the premise of ensuring the directors to fully express their opinions, the meeting can also be held by video, telephone and other means with the consent of the convener (host) and the proposer. The meeting of the board of directors can also be held at the same time as other methods.
Article 18 the meeting of the board of directors can be held only when more than half of the directors are present.
Article 19 the general manager and the Secretary of the board of directors who are not concurrently a director of the company shall attend the meeting of the board of directors as nonvoting delegates; Supervisors may attend the meetings of the board of directors as nonvoting delegates. In principle, all supervisors and senior managers shall attend the board meeting held on site. The chairman of the meeting may notify other relevant personnel to attend the meeting of the board of directors as nonvoting delegates when he deems it necessary.
Article 20 the meeting of the board of directors shall be attended by the directors themselves; If a director is unable to attend for some reason, he may entrust another director in writing to attend on his behalf. The power of attorney shall specify:
(I) the name of the trustor and the trustee;
(II) entrusted matters, scope of authorization and period of validity;
(III) signature (seal) and date of the client.
If the trustor fails to give specific instructions on the voting of a proposal in the meeting notice, it shall be deemed that the trustee can vote according to its own will; If other directors are entrusted to sign written confirmation opinions on behalf of regular reports, 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. The entrusted director shall exercise the rights of the director within the scope of authorization.
Article 21 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 22 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.
Chapter VI voting and resolutions of the meeting
Article 23 the chairman of the meeting shall request the directors attending the board meeting to express clear opinions on various proposals.
Article 24 the directors shall carefully read the relevant meeting materials and express their opinions independently and prudently on the basis of full understanding of the situation. Before the meeting, the directors may ask the office of the board of directors, the convener of the meeting, the general manager, other senior managers, accounting firms, law firms and other relevant personnel and institutions for the information required for decision-making, or suggest to the host that the representatives of the above personnel or institutions should be invited to attend the meeting to explain the relevant situation.
Article 25 the resolutions of the board of directors shall be voted in three ways: show of hands, open ballot or communication. Each director has one vote.
Article 26 the voting intentions of directors are divided into consent, objection and abstention. The directors attending the meeting shall choose one of the above intentions. If they fail to choose or choose more than two intentions at the same time, the chairman of the meeting shall require the relevant directors to choose again. If they refuse to choose, they shall be deemed to have abstained; Those who leave the venue halfway and do not return without making a choice shall be deemed to have abstained.
Article 27 Where 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 meeting of the board of directors can be held only when more than half of the unrelated directors are present, and the resolutions made at the meeting of the board of directors must be adopted by more than half of the unrelated directors. If the number of unrelated directors attending the board of directors is less than three, the matter shall be submitted to the general meeting of shareholders for deliberation.
Article 28 the directors participating in the meeting by video or telephone shall send the written voting opinions signed by them to the designated receiver by fax or email immediately after the meeting.
Article 29 If the meeting is held on site, the office of the board of directors shall designate a special person to collect the voting papers of the directors.
Article 30 the chairman of the meeting may recommend directors, independent directors or supervisors to count and monitor votes, which must be adopted by more than half of the directors present at the meeting on a show of hands.
The chairman of the meeting shall determine whether the proposal is passed according to the vote counting results, and shall announce the voting results at the meeting.
Article 31 except for the circumstances specified in Article 27 of these rules, the resolution made by the board of directors must be adopted by more than half of all directors.
Article 32 If more than half of the directors or two or more independent directors attending the meeting think that the proposal is not clear and specific, or they are unable to judge relevant matters due to insufficient meeting materials and other reasons, the chairman of the meeting shall request the meeting to suspend the voting on the proposal.
Article 33 The directors who propose to suspend voting shall put forward clear requirements for the conditions that should be met when the proposal is submitted for review again.
Chapter VII minutes of the meeting
Article 34 The board of directors shall make minutes of the decisions on the matters discussed at the meeting, and the directors attending the meeting shall sign on the minutes.
Article 35 the minutes of the meeting of the board of directors shall include the following contents:
(I) the date and place of the meeting and the name of the convener;
(II) the names of the directors present and the directors (agents) entrusted to attend the board of directors; (III) agenda of the meeting;
(IV) key points of directors’ speech;
(V) each resolution or
