Primeton Information Technologies Inc(688118)
Rules of procedure of the board of directors
catalogue
Chapter I General Provisions Chapter II composition and subordinate institutions of the board of Directors Chapter III functions and powers of the board of directors Chapter IV authority of the board of Directors Chapter V authorization of the board of Directors Chapter VI board meeting system Chapter VII Secretary of the board of directors 14 Chapter VIII Supplementary Provisions sixteen
Primeton Information Technologies Inc(688118)
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 Primeton Information Technologies Inc(688118) company (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”) These rules of procedure are hereby formulated in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the guidelines for the governance of listed companies, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the Primeton Information Technologies Inc(688118) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions.
Article 2 the company shall establish a board of directors according to law. The board of directors is the operation decision-making body of the company. In accordance with the company law and other relevant laws, regulations and the articles of association, the board of directors operates and manages the company’s corporate property and is responsible for the general meeting of shareholders.
Chapter II composition and subordinate institutions of the board of directors
Article 3 the board of directors of the company is composed of 7 directors, including 3 independent directors. The board of directors shall have a chairman, who shall be elected by the board of directors by more than half of all directors.
In case of hostile takeover of the company, if the term of office of the board of directors expires, at least two-thirds of the original members of the board of directors shall be re elected, but the continuous term of office of independent directors shall not exceed six years; The total number of directors re elected at the general meeting of shareholders in each year before the expiration of the term of office of the successor board of directors shall not exceed one fourth of the number of directors specified in the articles of association.
Any director shall not provide any convenience or assistance that is detrimental to the legitimate rights and interests of the company or shareholders for any organization or individual who intends to make or is making a malicious acquisition of the company and its acquisition. Article 4 the board of directors shall establish four special committees in accordance with relevant regulations: Strategy Committee, audit committee, nomination committee and salary and assessment committee.
Article 5 the members of the special committee are all composed of directors, among which the independent directors shall account for the majority of the audit committee, nomination committee and remuneration and assessment committee, and the independent directors shall act as the convener. The convener of the audit committee shall be an accounting professional.
Article 6 the main responsibilities of the strategy committee are:
(I) study the company’s long-term development strategic planning and put forward suggestions;
(II) study and put forward suggestions on major investment and financing schemes that must be approved by the board of directors according to the articles of Association;
(III) study and put forward suggestions on major capital operation and asset management projects that must be approved by the board of directors according to the articles of Association;
(IV) study and put forward suggestions on other major issues affecting the development of the company; (V) check the implementation of the above matters; and
(VI) other matters authorized by laws and regulations, the articles of association and the board of directors.
Article 7 the main responsibilities of the audit committee are:
(I) propose to hire or replace an external audit institution, whether to hire an external audit institution to provide the company with services other than audit, review the service fees of the external audit institution and submit it to the board of directors for deliberation;
(II) supervise the company’s internal audit system and its implementation, guide the work of the audit department and listen to the work report;
(III) be responsible for the communication between internal audit and external audit, and have the right to convene auditor meetings separately;
(IV) review the company’s financial information and its disclosure;
(V) review the company’s internal control system and audit major connected transactions;
(VI) assist the strategy committee of the board of directors to conduct risk analysis on the investment projects being implemented, and put forward early warning on the potential risks of the company to prevent the occurrence of risks; (VII) other matters authorized by laws and regulations, the articles of association and the board of directors.
Article 8 the main responsibilities of the nomination committee are:
(I) put forward suggestions to the board of directors on the scale and composition of the board of directors according to the company’s business activities, asset scale and equity structure;
(II) study the selection criteria and procedures of directors, managers and other senior managers, and put forward suggestions to the board of directors;
(III) extensively search for qualified directors, managers and other senior managers; (IV) review and make suggestions on candidates for directors (including independent directors), managers and other senior managers; and
Article 9 the main responsibilities of the remuneration and assessment committee are:
(I) study the assessment standards for directors and senior managers and put forward suggestions to the board of directors;
(II) study, review and formulate salary policies, plans or schemes according to the main scope, responsibilities and importance of management positions of directors and senior managers and the salary level of relevant positions in other relevant enterprises. The salary policies, plans or schemes mainly include but are not limited to performance evaluation standards, procedures and main evaluation systems Main schemes and systems of reward and punishment;
(III) review the performance of duties of directors (excluding independent directors) and senior managers of the company and conduct annual performance evaluation;
(IV) supervise the implementation of the company’s salary system; and
(V) other matters authorized by laws and regulations, the articles of association and the board of directors.
Article 10 the board of directors shall set up the office of the board of directors to handle the daily affairs of the board of directors. The Secretary of the board of directors also serves as the head of the office of the board of directors.
Chapter III functions and powers of the board of directors
Article 11 the board of directors shall conscientiously perform its duties stipulated in relevant laws, regulations and the articles of association, ensure that the company complies with the provisions of laws, regulations and the articles of association, treat all shareholders fairly, and pay attention to the interests of other stakeholders.
Article 12 the board of directors shall exercise the following functions and powers according to law:
(I) convene the general meeting of shareholders and report its work to the general meeting;
(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) formulate plans for the company’s major acquisition, repurchase of the company’s shares or merger, division, dissolution and change of company form;
(VIII) decide the company’s foreign investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, related party transactions, external donations and other matters within the scope of authorization of the general meeting of shareholders in accordance with laws, administrative regulations, departmental rules and other relevant provisions;
(IX) decide on the establishment of the company’s internal management organization;
(x) decide on the appointment or dismissal of the general manager and the Secretary of the board of directors of the company, and decide on their remuneration, rewards and punishments; To decide on the appointment, reward and punishment of the general manager or the deputy manager of the company, and decide on the remuneration of the general manager and the deputy manager of the company;
（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 or the articles of association. Matters beyond the scope authorized by the general meeting of shareholders shall be submitted to the general meeting of shareholders for deliberation.
Chapter IV authority of the board of directors
Article 13 the board of directors shall review the following transactions within the scope of authorization of the general meeting of shareholders:
(I) purchase or sale of assets;
(II) foreign investment (excluding the purchase of bank financial products);
(III) transfer or transfer of R & D projects;
(IV) sign a license agreement;
(V) providing guarantee;
(VI) assets leased in or leased out;
(VII) entrusted or entrusted management of assets and businesses;
(VIII) donated or donated assets;
(IX) reorganization of creditor’s rights and debts;
(x) provide financial assistance;
（11） Other transactions recognized by the stock exchange.
The above purchases and sales of assets do not include the purchase of raw materials, fuels and power, as well as the sale of products or commodities, provision or acceptance of services and other transactions related to daily operation.
Article 14 Where the company’s transactions (except the provision of guarantees, excluding transactions related to daily operation) meet one of the following standards, they shall be submitted to the board of directors for deliberation:
(I) the total assets involved in the transaction (if there are both book value and assessed value, whichever is higher) account for more than 10% of the company’s total assets audited in the latest period;
(II) the transaction amount of the transaction accounts for more than 10% of the market value of the company;
(III) the net asset value of the subject matter of the transaction (such as equity) in the latest fiscal year accounts for more than 10% of the market value of the company;
(IV) the relevant operating income of the subject matter of the transaction (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 exceeds RMB 10 million;
(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 exceeds 1 million yuan;
(VI) the net profit related to the subject matter of the transaction (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 exceeds RMB 1 million.
The transaction amount specified in this article refers to the transaction amount paid and the debts and expenses borne; But if:
(I) where the transaction arrangement involves consideration that may be paid or received in the future, does not involve a specific amount or is determined according to the set conditions, the maximum amount is expected to be
