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 Songcheng Performance Development Co.Ltd(300144) (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, 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 guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the Listing Rules of Shenzhen Stock Exchange on the gem and other relevant laws, regulations and normative documents, as well as the relevant provisions of the Songcheng Performance Development Co.Ltd(300144) articles of association and its amendments (hereinafter referred to as the articles of association).
Chapter II general provisions of the board of directors
Article 2 the company has a board of directors, which is responsible for the general meeting of shareholders.
Article 3 the board of directors is composed of nine directors, including one chairman and three independent directors. Directors 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. A director may be re elected upon expiration of his term of office.
Article 4 the board of directors shall exercise the following functions and powers:
（1） Convene the general meeting of shareholders and report to the general meeting of shareholders;
（2） Implement the resolutions of the general meeting of shareholders;
（3） Decide on the company’s business plan and investment plan;
（4） Formulate the company’s annual financial budget plan and final account plan;
（5） Formulate the company’s profit distribution plan and loss recovery plan;
（6） Formulate plans for the company to increase or reduce its registered capital, issue bonds or other securities and list; （7） To formulate plans for the company’s major acquisition, acquisition of the company’s shares, merger, division, dissolution and change of company form;
（8） 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;
（9） Decide on the establishment of the company’s internal management organization;
（10） Decide to appoint or dismiss the president, 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 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;
（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 president of the company and check the work of the president;
（16） Other functions and powers conferred by laws, regulations or the articles of association, as well as by the general meeting of shareholders. If the board of directors exercises its functions and powers beyond the scope authorized by the general meeting of shareholders, it shall submit it to the general meeting of shareholders for deliberation. Article 5 the approval authority of the board of directors for general transactions is:
(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 assessed value, the higher one shall prevail;
(II) the net assets involved in the subject matter of the transaction (such as equity) account for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan. If the net assets involved in the transaction have both book value and assessed value, the higher one shall prevail;
(III) 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;
(IV) the related net profit of the transaction object (such as equity) in the latest accounting year accounts for more than 10% of the audited net profit of the listed company in the latest accounting year, and the absolute amount exceeds 1 million yuan;
(V) 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;
(VI) 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, take its absolute value for calculation.
Article 6 the authority of the board of directors to examine and approve related party transactions is:
(I) transactions between the company and related natural persons (except for guarantees provided by the company and cash assets donated by the company) with an amount of more than 300000 yuan;
(II) related party transactions between the company and related legal persons (except for guarantees provided by the company and cash assets donated by the company) with an amount of more than 3 million yuan and less than 30 million yuan and accounting for more than 0.5% and less than 5% of the absolute value of the company’s latest audited net assets.
Transactions that fail to meet the criteria for submission to the board of directors for deliberation in Articles 5 and 6 above shall be decided by the president of the company.
Article 7 the external guarantee that should be approved by the board of directors must be reviewed and approved by more than two-thirds of the directors present at the board of directors and approved by more than half of all directors.
Article 8 matters beyond the scope authorized by the general meeting of shareholders shall be submitted to the general meeting of shareholders for deliberation. The board of directors shall determine the authority of guarantee acts, related party transactions and major transactions, 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. Article 9 the chairman of the board of directors shall be the director of the company and shall be elected and removed by the board of directors by more than half of all directors.
Article 10 the chairman of the board of directors shall exercise the following functions and powers:
（1） Preside over the general meeting of shareholders and convene and preside over the meeting of the board of directors;
（2） Supervise and inspect the implementation of the resolutions of the board of directors;
（3） Other functions and powers authorized by the board of directors.
The board of directors authorizes the chairman to exercise some functions and powers of the board of directors when the board of directors is not in session. The authorization must be approved by more than half of all directors and made in the form of a resolution of the board of directors. The authorization of the board of directors to the chairman should be clear and specific.
Article 10 if the 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 11 the company has a secretary of the board of directors, who is responsible for the preparation of the general meeting of shareholders and the meeting of the board of directors, the custody of documents, the management of shareholders’ information, and the handling of information disclosure. The Secretary of the board of directors shall comply with the relevant provisions of laws, administrative regulations, departmental rules and the articles of association.
Article 12 the company shall provide convenience for the Secretary of the board of directors to perform his duties, and the directors, supervisors, other senior managers and relevant staff shall support and cooperate with the Secretary of the board of directors in his work.
The Secretary shall have the right to disclose all information and documents related to the company’s financial and business meetings, and shall have the right to timely consult all information and documents related to the performance of the duties of the company’s financial and business departments, and provide relevant information and documents for the performance of the company’s duties.
Article 13 the company shall set up a securities investment department to handle the daily affairs of the board of directors. The Secretary of the board of directors also serves as the head of the securities investment department.
Chapter III board meeting
Article 14 the meetings of the board of directors are divided into regular meetings and interim meetings.
The board of directors shall hold a regular meeting at least once a year in the previous two and a half years.
Article 15 before issuing the notice of convening the regular meeting of the board of directors, the Secretary of the board of directors shall fully solicit the opinions of all directors, preliminarily form the meeting proposal and submit it to the chairman of the board of directors for formulation.
The chairman of the board of directors shall, as necessary, seek the opinions of the president and other senior managers before formulating a proposal.
Article 16 interim meeting
Shareholders representing more than 1 / 10 of the voting rights, more than 1 / 3 of the directors or 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 17 proposal procedure of interim meeting
The chairman shall submit a written proposal signed (sealed) by the proposer. The written proposal shall contain 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. After receiving the above written proposals and relevant materials, the Secretary of the board of directors shall transmit them to the chairman of the board of directors on the same day. 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.
Article 18 convening and presiding over the meeting
The board meeting shall be convened and presided over by the chairman; If the 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.
Article 19 notice of meeting
For regular and interim meetings of the board of directors, the company shall send a written notice of the meeting to all directors by direct delivery, fax, e-mail or other means 10 and 3 days in advance respectively. 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 can be sent by telephone or other oral means at any time, but the convener shall make an explanation at the meeting.
Article 20 the notice of the meeting shall at least include the following contents:
(I) time and place of the meeting;
(II) duration of the meeting;
(III) reasons and topics;
(IV) date of notice.
Article 21 convening of the meeting
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 are lazy to attend 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 report to the regulatory authority in time.
If a director is related to the enterprise involved in the matters decided at the board meeting, the board meeting can be held only if more than half of the unrelated directors are present. 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 of the company for deliberation.
Supervisors may attend the meetings of the board of directors as nonvoting delegates; If the president and the Secretary of the board of directors do not concurrently serve as directors, they shall attend the meetings 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 22 attendance in person and entrusted attendance
In principle, directors shall attend the board meeting in person. If he is unable to attend the meeting for some reason, he shall review the meeting materials in advance, form a clear opinion, and entrust other directors in writing to attend the meeting on his behalf. The power of attorney shall specify: (I) the names of the principal and the agent;
(II) brief comments of the client on each proposal;
(III) the scope of authorization of the trustor and instructions on the voting intention of the proposal;
(IV) signature and date of the client.
If other directors are entrusted to sign written confirmation opinions on behalf of the regular report, 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.
Article 23 restrictions on entrusted attendance
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.
Article 24 convening method of the meeting
The board meeting shall be held on site. If necessary, on the premise of ensuring that the directors can fully express their opinions, the meeting can also be held by video, telephone, fax or e-mail voting 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. If the meeting is not held on site, the number of directors attending the meeting shall be calculated by video showing the directors present, the directors who express their opinions in the teleconference, the effective voting votes such as fax or email actually received within the specified time limit, or the written confirmation letter submitted by the directors who have participated in the meeting afterwards.
Article 25 deliberation procedures of the meeting
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 the board of directors 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 26 express opinions
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 Secretary of the board of directors, the convener of the meeting, the president and other senior managers, various special committees, accounting firms, law firms and other relevant personnel and institutions for the information required for decision-making, or suggest to the moderator that the representatives of the above personnel and institutions be invited to attend the meeting to explain the relevant situation.
Article 27 voting at the meeting
After full discussion of each proposal, the host shall timely submit it to the directors attending the meeting for voting.
Voting result of the meeting
