Rules of procedure of the board of directors of Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd
Chapter I General Provisions
Article 1 in order to standardize the discussion methods and procedures of the board of directors of Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd. (hereinafter referred to as “the company”), promote the board of directors to effectively perform its duties and improve the standardized 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 of procedure are formulated in combination with the actual situation of the company, in accordance with the provisions of laws and regulations, departmental rules, normative documents, and the articles of association of Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd. (hereinafter referred to as the articles of association).
Article 2 the board of directors shall set up special committees for audit, strategy, nomination, remuneration and assessment and the Securities Affairs Office of the board of directors (hereinafter referred to as the securities Office of the board of directors). 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 securities Office of the board of directors handles the daily affairs of the board of directors.
The members of the special committee are all composed of directors, among which the independent directors of the audit committee, nomination committee and remuneration and assessment committee shall account for the majority and act as the convener. The convener of the audit committee shall be an accounting professional.
The Secretary of the board of directors also serves as the person in charge of the securities Office of the board of directors, and keeps the seals of the board of directors and the securities Office of the board of directors and relevant documents and materials of the board of directors.
Article 3 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) the resolution of the board meeting attended by more than two-thirds of the directors decides to purchase the shares of the company due to the circumstances specified in items (III), (V) and (VI) of Article 25 of the articles of Association;
(IX) within the scope authorized by the general meeting of shareholders, decide on the company’s external investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, related party transactions, external donation and other matters, and with the authorization of the annual general meeting of shareholders, the board of directors decides to issue shares with a total financing amount of no more than 300 million yuan and no more than 20% of the net assets at the end of the most recent year to specific objects (this authorization shall expire on the date of the next annual general meeting of shareholders).
(x) decide on the establishment of the company’s internal management organization;
（11） Decide to appoint or dismiss the chief executive officer (president) and Secretary of the board of directors of the company; According to the nomination of the chief executive officer (president), decide to appoint or dismiss the company’s vice president, chief financial officer and other senior managers, and decide on their remuneration, rewards and punishments;
（12） Formulate the basic management system of the company;
（13） Formulate the amendment plan of the articles of Association;
（14） Deliberating and approving the transactions of the company under Article 117 of the articles of Association;
（15） Manage the information disclosure of the company;
（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 CEO (president) of the company and check the work of the CEO (president); （18） Other functions and powers conferred by laws, administrative regulations, departmental rules and the articles of association of the company.
When deciding on major matters of the company, the board of directors shall listen to the opinions of the Party branch of the company in advance.
Article 4 the meetings of the board of directors are divided into regular meetings and interim meetings.
The board of directors shall convene at least two meetings each year, which shall be convened and presided over by the chairman. If the chairman is unable or fails to perform his duties, the meeting shall be presided over by the vice chairman. If the vice chairman is unable or fails to perform his duties, the meeting shall be presided over by a director jointly elected by more than half of the directors.
Article 5 under any of the following circumstances, the board of directors shall convene an interim meeting:
(I) shareholders representing more than one tenth of the voting rights propose;
(II) when more than one-third of the directors jointly 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 in the articles of association.
Chapter II proposal and notice of board meeting
Article 6 before issuing the notice of convening the regular meeting of the board of directors, the securities Office of the board of directors 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 seek the opinions of the chief executive officer (president) and other senior managers as necessary before formulating the proposal.
Article 7 Where an interim meeting of the board of directors is proposed in accordance with Article 5 of these rules, a written proposal signed by the proposer (with the official seal of the legal person) shall be submitted to the chairman through the securities Office of the board of directors or directly. The written proposal shall specify the following items:
(I) the name of the proposer;
(II) the reasons for the proposal or the objective reasons on which the proposal is based;
(III) propose the time or time limit, place and method of the meeting;
(IV) clear and specific proposals;
(V) 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.
Article 8 after receiving the written proposal and relevant materials submitted in accordance with Article 7 above, the securities Office of the board of directors shall transmit them to the chairman of the board of directors on the same day. If the chairman of the Board considers that the content of the proposal is not clear, 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 written proposal meeting. Article 9 the board of directors shall notify all directors and supervisors by written notice (including personal delivery, e-mail, mail, fax, instant messaging software), telephone and other methods specified in the articles of association 10 days before the meeting. The notice method for the board of directors to convene an interim board meeting is the same as above.
When the board of directors convenes an interim meeting, it shall give a notice of the meeting five days before the meeting is held. However, if it obtains the consent of all directors or in case of emergency and can ensure that the notice can be sent to all directors to attend the meeting, it may not be subject to the restriction of the notice five days before the meeting is held.
Article 10 the written notice of the meeting shall include the following contents:
(I) date and place of the meeting;
(II) duration of the meeting;
(III) causes and issues
(IV) date of notice.
The notice of oral meeting shall at least include the contents of items (I) and (II) above, as well as the description of the urgent need to convene an interim meeting of the board of directors as soon as possible.
Article 11 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 three days before the original date of the meeting, explaining the situation and the relevant contents and relevant materials of the new proposal. If it is less than three 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 consent of all directors attending the meeting in advance and make corresponding records.
Chapter III convening and deliberation procedures of the board of directors
Article 12 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 meeting shall be presided over by the vice chairman (if the company elects the vice chairman). If the vice chairman is unable or fails to perform his duties, the meeting shall be presided over by a director jointly elected by more than half of the directors.
Article 13 Unless otherwise agreed in the articles of association, the meeting of the board of directors shall be held only when more than half of the directors are present. When the relevant directors refuse to attend or delay in attending the meeting, resulting in failure to meet the minimum number of people required for the meeting, the chairman and the Secretary of the board of directors shall timely report to the regulatory authorities, and the chairman shall submit the relevant proposals to the general meeting of shareholders for deliberation and voting.
Supervisors may attend the meetings of the board of directors as nonvoting delegates; If the chief executive officer (president) and the Secretary of the board of directors do not concurrently serve as directors, they shall attend the meeting of the board of directors as nonvoting delegates. If the chairman of the meeting deems it necessary, he may notify other relevant personnel to attend the meeting of the board of directors as nonvoting delegates.
Article 14 in principle, directors shall attend the meeting of the board of directors in person. If they are unable to attend the meeting for some reason, they shall review the meeting materials in advance, form clear opinions, and entrust other directors in writing to attend the meeting and exercise their voting rights on their behalf.
The power of attorney shall state:
(1) the name and ID number of the trustor and the trustee;
(II) brief comments of the client on each proposal;
(III) the scope and duration of authorization of the trustor and instructions on the voting intention of the proposal;
(IV) signature and date of the client.
(V) if other directors are entrusted to sign written confirmation opinions on the periodic report, special authorization shall be given in the power of attorney.
The entrusted director shall serve the chairman of the meeting before the meeting, and the chairman shall explain the situation to the people present at the beginning of the meeting. If a written power of attorney is submitted to the chairman of the meeting, the entrusted attendance shall be explained on the meeting attendance form.
The directors or independent directors who attend the meeting by proxy shall exercise the rights of directors within the scope of authorization of the principal; The trustor shall independently bear the legal liability for the voting of the entrusted matters. If the company suffers losses due to the error of the entrusted decision-making, it shall be liable for compensation.
Article 15 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 to attend the meeting on his behalf at a board meeting, nor shall a director entrust a director who has accepted the entrustment of two other directors to attend the meeting on his behalf.
Article 16 the board meeting shall be held on site. On the premise of ensuring that the directors can fully express their opinions, it can also be held by means of communication voting or on-site voting combined with communication voting.
The board meeting held on site can be recorded and videotaped as needed.
Article 17 the chairman of the meeting shall request the directors attending the board meeting to express clear opinions on various proposals. For proposals that require prior approval of independent directors according to regulations, the meeting host shall designate an independent director to read out the written approval opinions reached by independent directors before discussing relevant proposals.
If a director obstructs the normal progress of the meeting or affects the speeches of other directors, the chairman of the meeting shall stop it in time.
Unless unanimously agreed by all directors present at the meeting, the board meeting shall not vote on the proposal not included in the meeting notice. If a director is entrusted by other directors to attend the board meeting on his behalf, he shall not vote on the proposal not included in the meeting notice on behalf of other directors.
Article 18 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 securities Office of the board of directors, the convener of the meeting, the chief executive officer (president) and other senior managers, accounting firms, law firms and other relevant personnel and institutions to understand the information required for decision-making. If necessary and possible, they may also suggest to the host that the representatives of the above personnel and institutions be invited to attend the meeting to explain the relevant situation.
Article 19 When deliberating the authorized matters, the directors shall make prudent judgment on the scope, legality, compliance, rationality and risk of authorization. The directors shall continuously supervise the implementation of the authorized matters.
Article 20 when deliberating on major transactions, the directors shall understand the reasons for the transactions in detail, carefully assess the impact of the transactions on the company’s financial situation and long-term development, and pay special attention to whether there is any act of covering up the essence of related party transactions and damaging the legitimate rights and interests of the company and minority shareholders by means of non related party transactions.
Article 21 when considering related party transactions, the directors shall make a clear judgment on the necessity, true intention and impact of related party transactions on the company, pay special attention to the pricing policy and basis of the transaction, including the fairness of the assessed value, the relationship between the transaction price of the transaction object and the book value or assessed value, and strictly abide by the avoidance system of related directors, Prevent the use of related party transactions to transfer benefits to related parties and damage the legitimate rights and interests of the company and minority shareholders.
If the company intends to conduct connected transactions that must be submitted to the general meeting of shareholders for deliberation, it shall obtain the prior approval of independent directors before submitting them to the board of directors for deliberation; The prior approval opinions of independent directors shall be approved by more than half of all independent directors and disclosed in the announcement of related party transactions.
Article 22 the board of directors has the right to examine and approve the following transactions:
(I) approval authority for non connected transactions:
1. The total assets involved in the transaction account for more than 10% of the total assets of the listed company audited in the latest period. If the total assets involved in the transaction have both book value and assessed value, the higher one shall be taken as the calculation data;
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 listed company in the latest fiscal year, and the absolute amount exceeds 10 million yuan;
3. 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 listed company in the latest fiscal year, and the absolute amount exceeds 1 million yuan;
4. The transaction amount (including debts and expenses) of the transaction accounts for more than 10% of the latest audited net assets of the listed company, and the absolute amount exceeds 10 million yuan;
5. The profit generated from the transaction accounts for more than 10% of the audited net profit of the listed 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, take its absolute value for calculation.
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