China National Complete Plant Import And Export Co.Ltd(000151)
Regulations on the work of the board of directors
April, 2002
(it has been deliberated and approved at the 22nd Meeting of the 8th board of directors held on April 22, 2022, and must be submitted to the general meeting of shareholders for deliberation)
China National Complete Plant Import And Export Co.Ltd(000151) regulations on the work of the board of directors chapter I General Provisions
Article 1 in order to clarify the responsibilities and authorities of the board of directors, standardize the internal organization and operation procedures of the board of directors, and give full play to the central role of the board of directors in business decision-making, China National Complete Plant Import And Export Co.Ltd(000151) (hereinafter referred to as “the company”) in accordance with the company law of the people’s Republic of China and the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as “the Listing Rules”) These Regulations are hereby formulated in accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies and other relevant laws, regulations, rules and the provisions of China National Complete Plant Import And Export Co.Ltd(000151) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the company shall establish a board of directors according to law. Entrusted by the general meeting of shareholders, the board of directors plays a role in formulating strategies, making decisions and preventing risks, exercises the decision-making power on major issues of the company in accordance with laws, regulations and the articles of association, and is responsible for the management and supervision of the management.
Chapter II functions and powers of the board of directors
Article 3 the board of directors shall exercise the following functions and powers:
(I) major measures to implement the decision-making and deployment of the Party Central Committee and the national development strategy;
(II) convene the general meeting of shareholders and report to the general meeting of shareholders;
(III) implement the resolutions of the general meeting of shareholders and make decisions on the medium and long-term development of the company;
(IV) formulate the company’s strategy and development plan, business policy and investment plan; (V) listen to the company’s annual report on the construction of the rule of law and put forward suggestions;
(VI) formulate the company’s annual financial budget plan, adjustment plan and final account plan; Exercise the authority to manage the company’s major financial matters in accordance with laws and regulations and the articles of association, and ensure that the company’s revenue and expenditure are actively balanced, funds are reasonably allocated, interest relations are coordinated, the guarantee scale is generally reasonable, internal debt risk control measures are effective, and external donations are carried out according to its ability;
(VII) formulate the company’s profit distribution plan and loss recovery plan;
(VIII) formulate the company’s plans for increasing or reducing its registered capital, issuing bonds or other securities and listing;
(IX) draw up plans for the company’s major acquisition, acquisition of the company’s shares, merger, division, dissolution and change of company form;
(x) decide on the establishment of the company’s internal management organization;
（11） Formulate the basic management system of the company;
（12） Decide on the establishment of overseas branches, subsidiaries and offices of the company; （13） Formulate the allowance standard for independent directors;
（14） Manage the information disclosure of the company;
（15） Within the scope authorized by the general meeting of shareholders, decide on the company’s foreign investment, acquisition and sale of assets, asset mortgage and pledge, external guarantee, entrusted financial management, related party transactions and other matters;
（16） Decide to appoint or dismiss the general manager and the Secretary of the board of directors of the company according to relevant regulations and procedures, appoint or dismiss the deputy general manager, the person in charge of Finance and other management members of the company according to the nomination of the general manager, and decide on the remuneration, rewards and punishments of the management;
（17） Formulate the management performance assessment methods, sign the annual and term operation performance responsibility letter with the management members, scientifically and reasonably determine the performance assessment results of the management members, and establish and improve the restraint mechanism matched with the incentive of the management members;
（18） Formulate payroll management measures, clarify the payroll decision mechanism, and determine the payroll budget and liquidation results;
（19） Propose to the general meeting of shareholders to hire or replace the accounting firm audited by the company;
（20） Formulate the amendment plan of the articles of Association;
（21） Formulate major accounting policies and accounting estimate change plans of the company; （22） Formulate the company’s equity incentive plan and employee stock ownership plan; （23） Determine the company’s risk management system, internal control system, accountability system for illegal operation and investment, and legal compliance management system, guide, inspect and evaluate the company’s internal audit work, review the company’s internal audit report, determine the person in charge of the company’s internal audit organization, establish a mechanism for the audit department to be responsible to the board of directors, and the board of Directors approves the annual audit plan and important audit report according to law, Determine the upper limit of the company’s asset liability ratio, and conduct overall monitoring and evaluation of the company’s risk management, internal control and legal compliance management systems and their effective implementation;
（24） Listen to the work report of the general manager, check the implementation of the resolutions of the board of directors by the general manager and other senior managers, and establish and improve the accountability of the general manager and other senior managers;
（25） Deliberating and approving the company’s democratic management, employee diversion and resettlement and other major matters involving the rights and interests of employees;
（26） Review and approve major issues related to safety and environmental protection, stability maintenance and social responsibility of the company;
（27） To decide on guarantees other than those specified in Article 43;
（28） Formulate the work report of the board of directors;
（29） Formulate the authorized decision-making scheme of the board of directors;
（30） Other functions and powers authorized by laws, regulations and the articles of association.
When deciding on major issues of the company, the board of directors shall listen to the opinions of the Party committee of the company in advance. Among the matters resolved by the board of directors, the relevant matters that have been included in the list of major operation and management matters discussed by the Party committee of the company must be decided by the board of directors after the preliminary research and discussion of the Party committee of the company, or reported to the general meeting of shareholders for decision after deliberation and approval. The board of directors exercises its functions and powers within the scope of functions and powers specified in laws, regulations and the articles of association, and has the right to authorize the chairman and general manager to exercise some functions and powers within the scope of the board of directors according to the needs of the company’s development strategy and the nature of authorized matters.
Article 4 the board of directors shall determine the authority of external investment, acquisition and sale of assets, asset mortgage and pledge, external guarantee, entrusted financial management and connected 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.
The board of directors may make foreign investment in the investment fields permitted by national laws and regulations according to the actual situation, and the authority of foreign investment shall be determined in accordance with articles 123 and 124 of the articles of association.
The board of directors may, according to the actual situation, approve the external guarantee that the company fails to meet the provisions of Article 41 of the articles of association and must be submitted to the general meeting of shareholders for deliberation and approval. The board of directors of the company shall carefully treat and strictly control the external guarantee. When considering the external guarantee, the board of directors shall strictly review the credit status of the guaranteed object, and make approval or agree to submit it to the general meeting of shareholders for deliberation with the consent of more than two-thirds of all members of the board of directors.
Article 5 the board of directors has the right to decide the following transactions of acquisition, sale and replacement of assets:
(I) the total assets involved in the transaction account for less than 50% 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 proportion of the main business income related to the transaction object (such as equity) in the latest accounting year in the audited main business income of the company in the latest accounting year has not reached 50%, or the proportion has exceeded 50%, but the absolute amount does not exceed 50 million yuan;
(III) the proportion of the net profit related to the subject matter of the transaction (such as equity) in the latest accounting year in the audited net profit of the company in the latest accounting year does not reach 50%; Or the proportion has exceeded 50%, but the absolute amount does not exceed 5 million yuan;
(IV) the transaction amount of the transaction (including debts and expenses) accounts for less than 50% of the company’s latest audited net assets; Or the proportion has exceeded 50%, but the absolute amount does not exceed 5 million yuan;
(V) the profit generated from the transaction accounts for less than 50% of the audited net profit of the company in the latest fiscal year; Or the proportion has exceeded 50%, but the absolute amount does not exceed 5 million yuan.
Unless otherwise provided by laws, regulations and the Listing Rules of the exchange, the transactions between the company and its holding subsidiaries within the scope of merger or between such holding subsidiaries shall be examined and approved by the board of directors. The board of directors may authorize the chairman or the general manager to decide on transactions that do not exceed the above standards within the above scope of authority.
If the relevant amount involved in the company’s foreign investment meets the above standards, the board of directors of the company shall be responsible for deliberation. If it exceeds the above standards, it shall be submitted to the general meeting of shareholders for deliberation. The board of directors of the company may authorize the chairman or general manager to decide the foreign investment not exceeding the above standards within the above scope of authority.
The definition of the above transaction types, the specific calculation and calculation of transaction volume and relevant financial indicators shall be implemented in accordance with the relevant provisions of the Listing Rules of the exchange.
Article 6 the board of directors has the right to decide that the company shall sign a related party transaction agreement with a total amount of related party transactions of less than 30 million yuan or a transaction amount of more than 30 million yuan but less than 5% of the latest audited net asset value of the company, without the approval of the general meeting of shareholders of the company.
Major connected transactions that exceed the standards specified in paragraph 1 of this article can be submitted to the board of directors for discussion only after more than half of the independent directors agree, and the board of directors shall submit them to the general meeting of shareholders for deliberation.
When the board of Directors considers the above connected transactions, the definition of connected persons and the voting procedures of connected transactions shall be implemented in accordance with the relevant provisions of the Listing Rules of the exchange. The company may be exempted from performing relevant obligations in accordance with the articles of association and the Listing Rules of the exchange when it enters into the following related party transactions with related parties:
(I) one party subscribes in cash for shares, corporate bonds or corporate bonds, convertible corporate bonds or other derivatives publicly issued by the other party; (II) one party, as a member of the underwriting syndicate, underwrites shares, corporate bonds or corporate bonds, convertible corporate bonds or other derivatives publicly issued by the other party; (III) one party receives dividends, bonuses or remuneration according to the resolution of the general meeting of shareholders of the other party;
(IV) connected transactions caused by one party’s participation in public bidding, public auction and other acts;
(V) other circumstances recognized by the exchange.
Chapter III directors
Article 7 the directors of the company are natural persons. Directors are not required to hold shares in the company. The company has independent directors. The provisions of Chapter III of these Regulations shall apply to the qualifications, election, functions and powers of independent directors.
Article 8 as a member of the board of directors, a director shall be elected by more than half of the voting rights held by shareholders (including shareholders’ agents) attending the general meeting of shareholders, and each term of office is three years. A director may be re elected upon expiration of his term of office. Before the expiration of his term of office, he may be dismissed by the general meeting of shareholders.
The term of office of the directors shall be calculated from the date of taking office to the expiration of the term of office of the current board of directors. If a director is not re elected in time after the expiration of his term of office, the original director shall still perform his duties as a director in accordance with laws, administrative regulations, departmental rules and the articles of association before the re elected director takes office.
The director may be concurrently held by the manager or other senior managers, but the total number of directors concurrently holding the position of manager or other senior managers and directors held by employee representatives shall not exceed one-half of the total number of directors of the company.
Among the members of the board of directors, there shall be one employee representative director, who shall be directly elected to the board of directors by the employees of the company through the employee congress, employee congress or other forms of democratic election.
Article 9 the removal of directors shall be subject to an ordinary resolution made by the general meeting of shareholders. Article 10 the list of candidates for directors shall be submitted to the shareholders’ meeting for resolution in the form of proposals.
Methods and procedures for nomination of directors:
(I) the current board of directors and shareholders who individually or jointly hold more than 3% of the total voting rights of the company have the right to propose candidates for the next director (excluding independent directors, the same below in this article). The number of candidates in each proposal shall not exceed the number of directors specified in the articles of association.
(II) the proposer shall provide the board of directors with the resume and basic information of the candidate, as well as the statement of whether the candidate is prohibited from serving as a director of the company according to the company law, and other relevant supporting materials. The board of directors shall review the proposal. The proposal that meets the provisions of laws, regulations and the articles of association shall be submitted to the general meeting of shareholders for discussion, and the proposal that does not meet the above provisions shall not be submitted to the general meeting of shareholders for discussion, It shall be explained and explained at the general meeting of shareholders.
(III) the board of directors shall disclose the details of the candidates for directors before the general meeting of shareholders, so as to ensure that shareholders have sufficient knowledge of the candidates during voting.
(IV) the candidates for directors shall make a written commitment before the general meeting of shareholders, agree to accept the nomination, promise that the information of the candidates for directors publicly disclosed is true and complete, and ensure the effective performance of the duties of directors after election.
The nomination methods and procedures of independent directors shall be separately stipulated in Chapter IV of these regulations. Article 11 in case of vacancy of directors, the board of directors may request the general meeting of shareholders to supplement the number of directors specified in the articles of association.
Article 12 in case of any change in the equity structure during the operation of the company, the new shareholder may, in accordance with the provisions of the articles of association, put forward the requirement of adding the shareholder’s representative to the board of directors according to the proportion of his equity. Shareholders who individually or jointly hold more than 3% of the total voting shares of the company (excluding voting proxy) have the right to nominate candidates for directors.
Article 13 qualification of directors:
(I) be able to safeguard shareholders’ rights and interests and ensure the safety and appreciation of state-owned assets; (II) have working experience and experience suitable for serving as a director;
(III) be honest and fair.
Article 14 a person may not serve as a director of a company under any of the following circumstances:
(I) no or limited capacity for civil conduct;
(II) being sentenced to criminal punishment for the crimes of corruption, bribery, misappropriation of property, misappropriation of property or sabotage of social and economic order, and less than five years have elapsed since the expiration of the period of execution, or being deprived of political rights for other crimes, and less than five years have elapsed since the expiration of the period of execution;
(III) served as a director or factory director or manager of a company or enterprise engaged in bankruptcy liquidation and was personally responsible for the bankruptcy of the company or enterprise, and less than three years have elapsed since the completion of the bankruptcy liquidation of the company or enterprise;
(IV)
