Dongguan Aohai Technology Co.Ltd(002993)
Rules of procedure of the board of directors
April 2022
catalogue
Chapter I General Provisions two
Chapter II composition and powers of the board of Directors 2 Chapter III proposal of the board of Directors Chapter IV notice of the meeting of the board of Directors Chapter V convening and voting of the board of Directors eight
Chapter VI Supplementary Provisions thirteen
Dongguan Aohai Technology Co.Ltd(002993)
Rules of procedure of the board of directors
Chapter I General Provisions
Article 1 in order to further standardize the discussion methods and decision-making procedures of the board of directors of Dongguan Aohai Technology Co.Ltd(002993) (hereinafter referred to as the “company”), promote the directors and the board of directors to effectively perform their duties, 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”) 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 guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as the “guidelines for standardized operation of the main board”), the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”) and the Dongguan Aohai Technology Co.Ltd(002993) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the board of directors shall be responsible to the general meeting of shareholders and exercise the functions and powers conferred by laws, administrative regulations, departmental rules, the articles of association and the general meeting of shareholders.
Article 3 the board of directors has a securities affairs department to handle the daily affairs of the board of directors.
Chapter II composition and powers of the board of directors
Article 4 the board of directors of the company is the permanent decision-making body of the company, which exercises the functions and powers conferred by laws and regulations, the articles of association and the general meeting of shareholders, and is responsible for the general meeting of shareholders. The meeting of the board of directors is the main form of discussion of the board of directors. Directors’ participation in board meetings as required is the basic way to perform their duties.
Article 5 the board of directors shall have one chairman. The chairman of the board of directors shall be the director of the company and shall be elected by the board of directors by more than half of all directors.
Article 6 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) considering the purchase and sale of major assets within the scope of authorization of the general meeting of shareholders of the company, except for the consideration and approval of the general meeting of shareholders of the company; 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.); Provide financial assistance; Leased in or leased out assets; Sign management contracts (including entrusted operation, entrusted operation, etc.); Donated or donated assets; Reorganization of creditor’s rights or debts; Transfer of research and development projects; Signing license agreements and other major transactions;
(IX) within the scope of authorization of the general meeting of shareholders of the company, consider related party transactions other than those that need to be reviewed and approved by the general meeting of shareholders of the company;
(x) within the scope of authorization of the general meeting of shareholders of the company, consider the external guarantee matters of the company other than those that need to be reviewed and approved by the general meeting of shareholders of the company;
（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; According to the nomination of the general manager, appoint or dismiss the deputy general manager, financial director and other senior managers of the company, and decide on their remuneration, rewards and punishments;
（13） Draw up the establishment plan of each special committee of the board of directors, submit it to the general meeting of shareholders for approval, and decide on the selection and employment of personnel of the special committee of the board of directors;
（14） Formulate the basic management system of the company;
（15） Formulate the amendment plan of the articles of Association;
（16） Manage the information disclosure of the company;
（17） Propose to the general meeting of shareholders to hire or replace the accounting firm providing audit services for the company;
（19） Other functions and powers granted by laws, administrative regulations, departmental rules or the articles of association.
Article 7 within the scope of authorization of the general meeting of shareholders, the specific authority of the board of directors to consider matters other than those that need to be considered and approved by the general meeting of shareholders of the company is as follows:
(1) The company purchases and sells major assets; 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.); Provide financial assistance; Leased in or leased out assets; Sign management contracts (including entrusted operation, entrusted operation, etc.); Donated or donated assets; Reorganization of creditor’s rights or debts; Transfer of research and development projects; Sign the license agreement; In case of any of the following circumstances, such matters as borrowing and financing shall be considered by the board of directors: 1. The total assets involved in the transaction account for more than 10% of the company’s total assets audited in the latest period. If the total assets involved in the transaction have both book value and evaluation value, the higher one shall be taken as the calculation data;
2. If the net assets involved in the transaction object (such as equity) account for more than 10% of the latest audited net assets of the listed company, and the absolute amount exceeds 10 million yuan, and the net assets involved in the transaction have both book value and evaluation value, the higher one shall be taken as the calculation data;
3. 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;
4. 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;
5. The transaction amount (including debts and expenses) of the transaction accounts for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan;
6. 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.
When the above “purchase or sale of assets” transaction occurs, the higher of the total assets and transaction amount shall be taken as the calculation standard, and the cumulative calculation shall be made within 12 consecutive months according to the type of transaction. If the cumulative calculation reaches 30% of the latest audited total assets, it shall also be submitted to the general meeting of shareholders for deliberation and approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
(2) The company’s transactions with related natural persons with a transaction amount of more than 300000 yuan, or with related legal persons 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.
Except for foreign investment, such matters shall be deliberated by the board of directors or the general meeting of shareholders in accordance with the authority. If the matters specified in the preceding paragraph of this article do not reach the corresponding minimum limit specified in the preceding paragraph of this article, the board of directors shall authorize the general manager of the company to examine and approve.
Article 8 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 important documents of the board of directors;
(IV) other functions and powers authorized by the board of directors.
When exercising his powers within his terms of reference (including authorization), the chairman of the board of directors shall make prudent decisions on matters that may have a significant impact on the operation of the company, and submit them to the board of directors for collective decision-making when necessary. The chairman of the board of directors shall timely inform all directors of the implementation of the authorized matters.
Article 9 the vice chairman 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 or more 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 10 the company establishes an audit committee, and may establish a nomination committee, a remuneration and assessment committee and a strategy committee in the board of directors in accordance with the resolution of the general meeting of shareholders. The composition of each special committee of the board of directors shall be decided by the general meeting of shareholders, the working rules of each special committee shall be formulated by the board of directors, and the replacement of its members shall be determined by the board of directors through election. The proposal shall be submitted to the board of directors and the board of directors shall be responsible for the deliberation and decision of the board of directors in accordance with the articles of association. 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 11 each special committee may hire an intermediary institution to provide professional advice, and the relevant expenses shall be borne by the company.
Article 12 each special committee shall be responsible to the board of directors, and the proposals of each special committee shall be submitted to the board of directors for examination and decision.
Chapter III proposal of the board of directors
Article 13 board meeting
The board of directors exercises its functions and powers in the form of a meeting of the board of directors. 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, respectively in the first and second half of each year, convened by the chairman, and notify all directors and supervisors in writing 10 days before the meeting.
Shareholders representing more than 1 / 10 of the voting rights, more than 1 / 3 of the directors and the board of supervisors may propose to convene an interim meeting of the board of directors. 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.
Article 14 the proposals proposed shall meet the following standards:
(1) Before issuing the notice of convening the regular meeting of the board of directors, the securities affairs department 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 solicit the opinions of the general manager and other senior managers as necessary before formulating a proposal.
(2) If an interim meeting of the board of directors is proposed, a written proposal signed (sealed) by the proposer shall be submitted to the chairman through the securities affairs department or directly. The written proposal shall specify the following items:
1. The name of the proposer;
2. The reasons for the proposal or the objective reasons on which the proposal is based;
3. Propose the time or time limit, place and method of the meeting;
4. Clear and specific proposals;
5. Contact information and proposal date of the proposer.
The contents of the proposal shall fall 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. If the chairman believes 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.
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.
Article 15 convening and presiding over the meeting
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 preside over it; If the vice chairman is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall convene and preside over the meeting.
Chapter IV notice of the meeting of the board of directors
Article 16 Where a regular meeting of the board of directors is held, the securities affairs department shall submit the notice of the meeting to all directors, supervisors, the general manager and the Secretary of the board of directors by direct delivery, fax and other written means 10 days before the meeting is held. If it is not delivered directly, it shall also be confirmed by telephone and recorded accordingly.
If an interim meeting of the board of directors is held, the securities affairs department shall send a notice of the meeting to all directors, supervisors, the general manager and the Secretary of the board of directors by hand, e-mail, telephone, etc. 3 days before the meeting. If it is not delivered directly, it shall also be confirmed by telephone and recorded accordingly. In case of emergency, if it is necessary to convene an interim meeting of the board of directors as soon as possible, the meeting notice may be sent by telephone or other oral means, but the convener shall make an explanation at the meeting.
Article 17 contents of meeting notice
The written meeting notice of the board of directors 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.
The notice of oral meeting shall at least include the contents of item (I) above and the description of the urgent need to convene an interim meeting of the board of directors as soon as possible.
Article 18 change of meeting notice
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 date of the meeting to explain 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 schedule after obtaining the 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.
Chapter V convening and voting of the board of directors
Article 19 meeting preparation
(I) the Secretary of the board of directors shall be responsible for the preparation of the meeting of the board of directors.
(II) the securities affairs department shall assist the Secretary of the board of directors to summarize the proposals to be submitted to the board of directors for discussion and decision, and preliminarily review whether the proposals meet the requirements in accordance with relevant regulations. After the proposal is reviewed and approved by the chairman, it can be submitted to the board of directors for discussion.
(III) the Secretary of the board of directors shall make various meeting arrangements before the meeting, and notify all directors in time in case of any change.
(IV) when the Secretary of the board of directors is unable to perform his duties for some reason, the chairman of the board of directors shall designate a special person to temporarily perform the duties of the Secretary of the board of directors.
Article 20 the board of directors shall provide information to all directors
