Yonker Environmental Protection Co.Ltd(300187)
Rules of procedure of the board of directors
Article 1 Purpose
In order to further standardize the discussion methods and decision-making procedures of the board of directors of Yonker Environmental Protection Co.Ltd(300187) (hereinafter referred to as "the company"), promote the directors and the board of directors to effectively perform their 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 are formulated in accordance with the provisions of laws, regulations, normative documents and Yonker Environmental Protection Co.Ltd(300187) articles of Association (hereinafter referred to as the "articles of association"). Article 2 qualification and term of office of directors
The directors of the company are natural persons. The directors shall have the necessary knowledge, skills and quality to perform their duties, and ensure that they have enough time and energy to perform their duties. Directors shall actively participate in relevant training to understand their rights, obligations and responsibilities as directors, be familiar with relevant laws and regulations, and master relevant knowledge as directors.
Under any of the following circumstances, he cannot serve as a director of the company: (I) no civil capacity or limited civil capacity; (II) being sentenced to criminal punishment for corruption, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy, less than five years after the expiration of the execution period, or being deprived of political rights due to a crime, less than five years after the expiration of the execution period; (III) being a director, factory director or general manager of a company or enterprise in bankruptcy liquidation and personally responsible for the bankruptcy of the company or enterprise, less than three years have elapsed since the completion of the bankruptcy liquidation of the company or enterprise; (IV) having served as the legal representative of a company or enterprise whose business license has been revoked or ordered to close down due to violation of law, and having personal responsibility, less than three years have elapsed since the date of revocation of the business license of the company or enterprise; (V) a large amount of personal debt is not paid off when due; (VI) administrative punishment by the CSRC in the last three years; (VII) publicly denounced by the stock exchange or criticized in more than three circulars in the past three years; (VIII) those who have been declared as prohibited from entering the market by the CSRC and are still in the period of prohibition; (IX) being publicly recognized by the stock exchange as unfit to serve as a director of a listed company;
(x) unable to ensure that enough time and energy are invested in the company's affairs during his term of office and earnestly perform various duties that directors should perform.
（11） Other contents stipulated by laws, administrative regulations or departmental rules.
If a director is elected or appointed in violation of the provisions of this article, the election, appointment or employment shall be invalid. In case of any circumstance under this article during the term of office of a director, the company shall remove him from his post. Article 3 qualifications and conditions of appointment of independent directors
Serving as an independent director shall meet the following basic conditions: (I) be qualified to serve as a director of a listed company in accordance with laws, administrative regulations and other relevant provisions; (II) have the independence required by the guiding opinions on the establishment of independent director system in listed companies; (III) have basic knowledge of the operation of listed companies and be familiar with relevant laws, administrative regulations, rules and rules; (IV) have more than five years of working experience in law, economics or other work necessary to perform the duties of independent directors; (V) other conditions stipulated in the articles of association. Independent directors must be independent:
The following persons shall not serve as independent directors: (I) persons who serve in listed companies or their affiliated enterprises and their immediate family members and main social relations (immediate family members refer to spouses, parents, children, etc.; main social relations refer to brothers and sisters, parents in law, son-in-law, spouse of brothers and sisters, brothers and sisters of spouses, etc.); (II) directly or indirectly holding more than 1% of the issued shares of the listed company or being a natural person shareholder among the top ten shareholders of the listed company and their immediate family members; (III) persons who work in shareholder units that directly or indirectly hold more than 5% of the issued shares of the listed company or in the top five shareholder units of the listed company and their immediate family members; (IV) persons who have had the situations listed in the preceding three items in the most recent year; (V) personnel who provide financial, legal and consulting services for listed companies or their affiliated enterprises; (VI) other personnel specified in the articles of Association; (VII) other personnel recognized by the CSRC. Article 4 composition of the board of directors
The board of Directors consists of nine directors, including three independent directors; There is one chairman.
The board of directors of the company shall set up an audit committee, and set up relevant special committees such as strategy, nomination, remuneration and assessment as required. The special committee shall be responsible to the board of directors and perform its duties in accordance with the articles of association and the authorization of the board of directors. The proposal shall be submitted to the board of directors for deliberation and decision. The members of the special committee are all composed of directors, in which independent directors account for the majority of the audit committee, nomination committee and remuneration and assessment committee, and act as the convener. The convener of the audit committee is 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 Office of the board of directors
The board of directors has a securities affairs department, whose main responsibilities are: (I) handling the daily affairs of the board of directors; (II) handle the daily affairs of the special committee of the board of directors; (III) prepare the general meeting of shareholders, the board of directors and the board of supervisors in accordance with legal procedures (IV) be responsible for information disclosure; (V) dealing with the affairs and management of the listed company; (VI) be responsible for the confidentiality of the company's information, formulate confidentiality measures, and urge all members of the board of directors and relevant insiders to keep confidential before the formal disclosure of relevant information (VII) be responsible for keeping the register of shareholders, the register of directors, the information of controlling shareholders, directors, supervisors and senior managers holding shares of the company, as well as the meeting documents and minutes of the board of directors and shareholders' meeting; (VIII) coordinate the relationship between the CSRC and its dispatched offices, Shenzhen Stock Exchange and intermediaries;
The Secretary of the board of directors may designate securities affairs representatives and other relevant personnel to assist them in handling their daily affairs. Article 6 powers and exercise of the board of directors
The board of directors is responsible to the general meeting of shareholders and exercises its functions and powers in accordance with laws, regulations and the articles of association. The board of directors shall exercise the following functions and powers: (I) convene the general meeting of shareholders and report its work 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, or 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) decide on the appointment or dismissal of the general manager, the 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 company's deputy managers, financial principals 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 general manager of the company and check the work of the general manager; （16） Make a resolution on the company's acquisition of the company's shares due to the following circumstances:
1. Use shares for employee stock ownership plan or equity incentive;
2. Converting shares into convertible corporate bonds issued by listed companies;
3. It is necessary for listed companies to safeguard the value of the company and the rights and interests of shareholders.
（17） Other functions and powers granted by laws, administrative regulations, departmental rules or the articles of association.
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. (I) in accordance with the provisions of relevant laws, administrative regulations and normative documents, and in accordance with the principle of prudent authorization, the general meeting of shareholders authorizes the board of directors to approve the following transactions (the definition of transactions refers to the provisions and requirements of the Listing Rules).
The authority of the board of directors to review the transactions of the company is as follows:
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 evaluated value, the higher one shall be taken as the calculation basis;
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 transactions of the company (except providing guarantee and financial assistance) meet one of the following standards, the board of directors shall submit them to the general meeting of shareholders for deliberation after deliberation and approval:
1. The total assets involved in the transaction account for more than 50% 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 evaluated value, the higher one shall be taken as the calculation basis;
2. The relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited operating income of the listed company in the latest fiscal year, and the absolute amount exceeds 50 million yuan;
3. The related net profit of the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited net profit of the listed company in the latest fiscal year, and the absolute amount exceeds 5 million yuan;
4. The transaction amount (including debts and expenses) of the transaction accounts for more than 50% of the latest audited net assets of the listed company, and the absolute amount exceeds 50 million yuan;
5. The profit generated from the transaction accounts for more than 50% of the audited net profit of the listed company in the latest fiscal year, and the absolute amount exceeds 5 million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
In the event of a "purchase or sale of assets" transaction, the higher of the total assets and transaction amount shall be taken as the calculation standard, and the cumulative calculation shall be made within 12 consecutive months according to the type of transaction. If the cumulative calculation reaches 30% of the total assets audited in the latest period, it shall be submitted to the general meeting of shareholders for deliberation and approved by more than two-thirds of the voting rights held by the shareholders attending the meeting. Those who have performed relevant obligations in accordance with the provisions of the preceding paragraph shall not be included in the scope of relevant cumulative calculation. (II) decision making authority of external guarantee:
The external guarantee that should be approved by the general meeting of shareholders as stipulated in Article 42 of the articles of association must be reviewed and approved by the board of directors before it can be submitted to the general meeting of shareholders for approval. The board of directors has the right to decide on external guarantees other than those specified in Article 42 of the articles of Association; The guarantee matters within the authority of the board of directors must be reviewed and approved by more than 2 / 3 of the directors attending the meeting of the board of directors. (III) decision making authority of related party transactions:
If the transaction between the company and its related parties (except for providing guarantee and financial assistance) meets one of the following standards, it shall be submitted to the board of directors for deliberation:
1. Transactions with connected natural persons with a transaction amount of more than 300000 yuan;
2. Transactions with affiliated 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 between the company and related parties (except the provision of guarantee) 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.
The scope of the above "transaction", "connected transaction", "connected natural person" and "connected legal person" shall be determined with reference to the relevant provisions of the listing rules, unless otherwise specified in the articles of association.
When the board of directors of the company considers related party transactions, related directors shall avoid voting in accordance with laws, regulations, normative documents and the articles of association.
When the board of directors finds that the shareholder or actual controller has embezzled the company's assets, it shall start the mechanism of "freezing upon occupation" of the company's shares held by the shareholder or actual controller, that is, when it finds that the shareholder or actual controller embezzles the assets, it shall immediately apply for judicial freezing of the company's shares held by the shareholder. If the embezzled assets cannot be paid off in cash, it shall be repaid by realizing the shares. Article 7 regular meetings
The board of directors shall hold meetings at least twice a year. The board of directors shall hold regular meetings at least once a year in each of the previous and next two and a half years, which shall be convened by the chairman of the board of directors and notified in writing to all directors and supervisors 10 days before the meeting is held.
Before issuing the notice of convening the regular meeting of the board of directors, the securities affairs department shall fully solicit the opinions of all directors according to the preparation and submission of the company's proposal, preliminarily form the formal proposal of the meeting and submit it to the chairman for formulation.
Before drawing up a proposal, the chairman of the board of directors shall solicit the opinions of the manager and other senior managers as necessary. Article 8 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. Article 9 proposal procedure of interim meeting
If an interim meeting of the board of directors is proposed to be held in accordance with the provisions of the preceding article, a written proposal signed (sealed) by the proposer shall be submitted to the chairman through the securities affairs department. (I) the name of the proposer or the name of the proposer shall be stated in writing; (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 of the company, and the materials related to the proposal shall be submitted together.
After receiving the above written proposal and relevant materials, the securities affairs department shall transmit them to the directors within 3 days
Long. 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 shall convene and preside over the meeting of the board of directors within 10 days after receiving the proposal.
The company's major related party transactions, employment or dismissal of accounting firms shall be submitted to the board of directors for discussion after more than half of the independent directors agree
