Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499)
Rules of procedure of the board of directors
Chapter I General Provisions
Article 1 in order to clarify the responsibilities and authorities of the board of directors of Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) (hereinafter referred to as "the company" or "the company"), standardize the discussion methods and decision-making procedures of the board of directors, improve the work efficiency of the board of directors, and ensure standardized operation and scientific decision-making, according to the corporate justice of the people's Republic of China, the securities law of the people's Republic of China (hereinafter referred to as "the securities law") The Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as the GEM Listing Rules), the Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 - GEM listed companies standardized operation (hereinafter referred to as the gem standardized operation guidelines) and other relevant laws, regulations, departmental rules and normative documents, And the relevant provisions of the Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) articles of Association (hereinafter referred to as the "articles of association").
Article 2 the board of directors is the permanent body of the company. It is elected by the general meeting of shareholders or the general meeting of employees (representatives) and is responsible for the general meeting of shareholders. It implements the resolutions of the general meeting of shareholders, protects the interests of the company and all shareholders, and is responsible for the decision-making of the company's development objectives and major business activities.
Chapter II composition and subordinate institutions of the board of directors
Article 3 the board of directors of the company is composed of five directors, including two independent directors and one employee representative director. There is one chairman and one vice chairman.
The total number of directors who concurrently serve as the company's senior management and staff representatives on the board of directors of the company shall not exceed half of the total number of directors of the company.
Article 4 the board of directors of the company shall set up an audit committee, and set up special committees such as strategy committee, salary and assessment committee and Nomination Committee as needed. The special committee is responsible to the board of directors and performs its duties in accordance with the articles of association and the authorization of the board of directors. The proposal of the special committee shall be submitted to the board of directors for deliberation and decision.
The members of the special committee are all directors, and the members of the committee shall not be less than three. The independent directors in the audit committee, remuneration and assessment committee and nomination committee shall account for the majority and act as the convener. The convener of the audit committee shall be 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 5 the board of directors shall have a secretary of the board of directors, who shall be responsible for handling the daily affairs of the board of directors and keeping the seal of the board of directors. The Secretary of the board of directors shall be nominated by the chairman and appointed or dismissed by the board of directors. The directors or senior managers of the company may concurrently serve as the Secretary of the board of directors of the company.
Article 6 the Secretary of the board of directors may designate securities affairs representatives and other relevant personnel to assist them in handling their daily affairs.
Chapter III functions and powers of the board of directors
Article 7 the board of directors shall conscientiously perform the duties specified in relevant laws, administrative regulations, departmental rules, normative documents, GEM Listing Rules, guidelines for the standardized operation of gem, other relevant provisions of Shenzhen Stock Exchange and the articles of association, and ensure that the company complies with laws, administrative regulations, departmental rules, normative documents, GEM Listing Rules, guidelines for the standardized operation of gem Other provisions of Shenzhen Stock Exchange and the articles of association shall treat all shareholders fairly and pay attention to the legitimate rights and interests of other stakeholders.
Article 8 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) 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 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） Propose to the general meeting of shareholders for the election and replacement of directors and independent directors of the company;
（17） 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 for deliberation and decision, and forming a resolution of the board of directors before implementation. Matters beyond the scope authorized by the general meeting of shareholders shall be submitted to the general meeting of shareholders for deliberation.
Article 9 the board of directors of the company shall explain the non-standard audit opinion issued by the certified public accountant on the company's financial report to the general meeting of shareholders.
Article 10 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.
If the proposed transaction of the company (except providing guarantee and financial assistance) meets one of the following standards, it shall be submitted to the board of directors for deliberation and approval and disclosed in time:
(I) 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 evaluated value, the higher one shall be taken as the calculation data;
(II) 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;
(III) the related net profit of 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;
(IV) 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;
(V) 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.
If the data involved in the above index calculation is negative, its absolute value shall be taken for calculation.
Unless otherwise specified in the relevant business rules of Shenzhen stock exchange such as providing guarantee and entrusted financial management, when the company conducts transactions related to the same category and subject matter, the above provisions shall be applied according to the principle of cumulative calculation for 12 consecutive months. Those who have fulfilled relevant obligations in accordance with the provisions of the preceding paragraph shall not be included in the scope of relevant cumulative calculation. If the company has entrusted financial management for 12 consecutive months, the maximum balance in that period shall be the transaction amount, and the above provisions shall apply.
The above-mentioned "transaction" includes the following matters:
(I) purchase or sale of assets;
(II) foreign investment (including entrusted financial management and investment in subsidiaries, except for the establishment or capital increase of wholly-owned subsidiaries);
(III) assets leased in or leased out;
(IV) sign management contracts (including entrusted operation, entrusted operation, etc.);
(V) donated or donated assets (excluding the company's donated cash assets);
(VI) reorganization of creditor's rights or debts;
(VII) transfer of research and development projects;
(VIII) sign a license agreement;
(IX) waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
(x) other transactions recognized by Shenzhen Stock Exchange.
The above purchased and sold assets do not include the purchase of raw materials, fuel and power, and the sale of products, commodities and other assets related to daily operation, but the purchase and sale of such assets are still included in the asset replacement.
Article 11 when the company provides guarantee, it shall disclose it to the public in a timely manner after being deliberated by the board of directors. When the board of directors deliberates the guarantee matters, it must be deliberated and approved by more than two-thirds of the directors present at the meeting of the board of directors.
Article 12 the financial assistance provided by the company shall be approved by more than two-thirds of the directors attending the meeting of the board of directors and make a resolution to timely perform the obligation of information disclosure.
If the financial assistance falls into one of the following circumstances, it shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
(I) the latest audited asset liability ratio of the funded object exceeds 70%;
(II) the amount of single financial assistance or the cumulative amount of financial assistance provided within 12 consecutive months exceeds 10% of the company's latest audited net assets;
(III) other circumstances stipulated by Shenzhen Stock Exchange or the articles of association.
The provisions of the preceding two paragraphs shall not apply to the company's main business of providing loans, loans and other financing business, or the object of funding is a holding subsidiary within the scope of the company's consolidated statements with a shareholding ratio of more than 50%.
Article 13 transactions between the company and related parties (except for providing guarantee and financial assistance) that meet one of the following standards shall be reviewed by the board of directors and disclosed in time:
(I) transactions between the company and related natural persons with a transaction amount of more than 300000 yuan;
(II) transactions between the company and 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.
If the amount of transactions (except providing guarantees) between the company and related parties exceeds 30 million yuan and accounts for more than 5% of the absolute value of the company's latest audited net assets, it shall be submitted to the general meeting of shareholders for deliberation, and relevant securities service institutions shall be hired to evaluate or audit the transaction subject matter in accordance with the provisions of the articles of association.
The audit report and evaluation report specified in the preceding paragraph shall be issued by a securities service institution that complies with the provisions of the securities law.
Related party transactions related to daily operations can be exempted from audit or evaluation.
Any guarantee provided by the company for related parties, regardless of the amount, shall be disclosed in time after being deliberated and approved by the board of directors and submitted to the general meeting of shareholders for deliberation.
Article 14 the company has a chairman and a vice chairman, who are held by the company's directors and elected and removed by the board of directors by more than half of all directors.
Article 15 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 and implementation of the resolutions of the board of directors;
(III) sign the shares, bonds and other securities issued by the company;
(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 authorized by the board of directors.
The authorization of the board of directors to the chairman of the board of directors shall be made in the form of a resolution of the board of directors, with clear and specific authorization matters, contents and authorities. All matters involving major interests of the company shall be collectively decided by the board of directors, and the chairman or individual directors shall not be authorized to decide by themselves.
Article 16 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 17 the main responsibilities of the audit committee of the board of directors include:
(I) supervise and evaluate the external audit work and propose to hire or replace the external audit institution;
(II) supervise and evaluate the internal audit work, and be responsible for the coordination of internal audit and external audit;
(III) review the company's financial information and its disclosure;
(IV) supervise and evaluate the company's internal control;
(V) be responsible for other matters authorized by laws and regulations, the articles of association and the board of directors.
Article 18 the strategy committee of the board of directors is mainly responsible for studying and making suggestions on the company's long-term development strategy and major investment decisions.
Article 19 the main responsibilities of the remuneration and assessment committee of the board of directors include:
(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) other matters authorized by the board of directors.
Article 20 the main responsibilities of the nomination committee of the board of directors 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.
Chapter IV proposal of board meeting
Article 21 the chairman of the board of directors, more than one-third of the directors, more than one-half of the independent directors, the board of supervisors and shareholders who individually or jointly hold more than one tenth of the voting rights of the company have the right to propose an interim board meeting proposal to the board of directors of the company.
Article 22 the proposal of the board of directors shall meet the following conditions:
(I) the content does not conflict with the provisions of laws, regulations, 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.
If the proposed proposal falls within the responsibilities of each special committee, it shall be deliberated by each special committee before being submitted to the board of directors for deliberation.
