Inkon Life Technology Co.Ltd(300143)
Rules of procedure of the board of directors
(January 2022)
Chapter I General Provisions
Article 1 in order to further standardize the discussion methods and decision-making procedures of the board of directors of Inkon Life Technology Co.Ltd(300143) (hereinafter referred to as “the company”), establish and improve the corporate governance structure, clarify the responsibilities and authorities of the board of directors, promote the directors and the board of directors of the company to effectively perform their duties, and improve the standard operation and scientific decision-making level of the board of directors of the company, In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the guidelines for corporate governance of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem, and the Inkon Life Technology Co.Ltd(300143) articles of Association (hereinafter referred to as the “articles of association”), and other relevant provisions, Formulate these rules.
Chapter II composition and powers of the board of directors
Article 2 the company shall establish a board of directors according to law, which shall be responsible for the general meeting of shareholders.
Article 3 the board of directors of the company is composed of 7 directors, including 3 independent directors.
Article 4 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) determine the company’s business plan and investment plan;
(IV) formulate the company’s annual financial budget plan and final account 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 stocks, 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) 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;
(IX) decide on the establishment of the company’s internal management organization;
(x) decide to appoint or dismiss the general manager, 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 deputy general manager, the person in charge of Finance and other senior managers of the company, and decide on their remuneration, rewards and punishments; Formulate and submit to the general meeting of shareholders a plan on the amount and method of directors’ remuneration;
（11） Formulate the basic management system of the company;
（12） Formulate the amendment plan of the articles of Association;
（13） Manage the company’s information disclosure;
（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 circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of Association;
（17） Other functions and powers granted by laws, administrative regulations, departmental rules or the articles of association.
The specific authority to make decisions on matters specified in the Shenzhen Stock Exchange GEM Listing Rules shall comply with the relevant provisions of the rules.
Article 5 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.
Article 6 Where a transaction (except providing guarantee and financial assistance) of the company meets one of the following standards, the company shall submit it to the board of directors for deliberation and timely disclosure:
(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 evaluated value, the higher one shall be taken as the calculation data;
(II) 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 the absolute amount exceeds 10 million yuan;
(III) 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 the absolute amount exceeds 1 million yuan;
(IV) 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;
(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 the absolute amount exceeds 1 million yuan.
(VI) review and approve the related party transactions between the company and related natural persons with an amount of more than 300000 yuan; Review and approve the related party transactions between the company and related legal persons with an 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. However, if the transaction meets the standards specified in Article 48 of the articles of association, it shall be submitted to the general meeting of shareholders for deliberation and approval after being deliberated and approved by the board of directors. If the amount of related party transactions between the company and related parties is calculated cumulatively within 12 consecutive months and reaches the above standards, the corresponding review procedures shall be implemented in accordance with the above review standards.
(VII) review and approve other guarantees other than the external guarantees to be considered by the general meeting of shareholders as stipulated in the articles of association.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
In this article, “transaction of the company” refers to the purchase or sale of assets (excluding the purchase of raw materials, fuels and power related to daily operation, and the sale of products, commodities and other assets related to daily operation, but it still includes the purchase and sale of such assets in asset replacement); Foreign investment (including entrusted financial management and investment in subsidiaries, except for the establishment or capital increase of wholly-owned subsidiaries); Provide financial assistance (including entrusted loans); Providing guarantee (refers to the guarantee provided by the company for others, including the guarantee for holding subsidiaries); Leased in or leased out assets; Sign management contracts (including entrusted operation, entrusted operation, etc.); Donated or donated assets; Reorganization of creditor’s rights or debts; Transfer of research and development projects; Sign the license agreement; Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.); Other transactions recognized by Shenzhen Stock Exchange.
The financial assistance provided by the company shall be approved by more than two-thirds of the directors attending the meeting of the board of directors and make a resolution to timely perform the obligation of information disclosure. If the financial assistance provided by the company meets the standards specified in Article 47 of the articles of association, it shall be submitted to the general meeting of shareholders for deliberation.
Matters exceeding the approval authority authorized by the general meeting of shareholders as specified in the preceding paragraph of this article and matters that must be submitted to the general meeting of shareholders for deliberation in accordance with laws, administrative regulations, relevant provisions of the CSRC and Shenzhen Stock Exchange shall be reported by the board of directors to the general meeting of shareholders for deliberation and approval.
If all matters specified in the preceding paragraph of this article (except external guarantee) are less than the corresponding minimum limit specified in the preceding paragraph of this article, the board of directors shall authorize the chairman of the company to review and approve. Transactions between the company and its holding subsidiaries within the scope of merger or between the above holding subsidiaries may be exempted from performing corresponding procedures in accordance with the above provisions unless otherwise specified by the regulatory authority or the articles of association.
Chapter III Chairman
Article 7 the board of directors shall have a chairman and may have a vice chairman. The chairman and vice chairman shall be elected and removed by the board of directors with the consent of more than half of all directors.
The chairman of the board of directors shall be primarily responsible for the operation of the board of directors, ensure the establishment of a perfect governance mechanism, urge the company to timely include the topics proposed by the directors or senior managers in accordance with the articles of association and these rules in the agenda of the board of directors, and urge the directors to timely, fully and completely obtain the relevant background materials of the company’s operation and various topics of the board of directors, Ensure that the operation of the board of directors is in the best interests of the company.
The chairman shall ensure that each proposal of the board of directors has sufficient discussion time, encourage directors with different opinions to fully express their opinions, ensure effective communication between internal and external directors, and ensure scientific and democratic decision-making of the board of directors.
The chairman maintains communication with shareholders through the Secretary of the board of directors and the Securities Department of the company, so that shareholders’ opinions, including those of institutional investors and small and medium-sized investors, can be fully expressed on the board of directors, so as to protect the proposal right and the right to know of institutional investors and small and medium-sized shareholders.
Article 8 the chairman shall exercise the following functions and powers:
(I) preside over the general meeting of shareholders, convene and preside over the meeting of the board of directors, and report to the general meeting of shareholders;
(II) supervise and inspect the implementation of the resolutions of the board of directors;
(III) sign the shares, corporate bonds and other securities issued by the company;
(IV) handle the matters deliberated by the board of directors and sign relevant legal documents;
(V) in case of force majeure such as catastrophic natural disasters, exercise the special disposal right for the company’s affairs in accordance with the laws and the interests of the company, and report to the board of directors and the general meeting of shareholders afterwards; (VI) approve the company’s foreign investment, acquisition and sale of assets, loans, asset mortgage and other matters within the scope authorized by the general meeting of shareholders and the board of directors;
(VII) convene and preside over the meeting of the company’s management committee, organize the discussion and decision of the company’s development plan, business policy, annual plan and major matters of daily business work, and review and approve matters that do not meet the corresponding minimum limit specified in Article 122 of the articles of Association;
(VIII) review various development plans, plans and implementation results proposed by the general manager and submit them to the board of directors for discussion;
(IX) regularly review the company’s financial statements and other statements, and comprehensively control the financial status of the company’s system; (x) be responsible for attending important external meetings and receiving distinguished guests or important people who visit or inspect the company; （11） Be responsible for reporting the company’s operation to the superior industry competent department or the main leaders of government organs on behalf of the company, and reflecting the company’s opinions and requirements;
（12） Other functions and powers specified in the articles of association or authorized by the board of directors.
The specific authority to make decisions on matters specified in the Shenzhen Stock Exchange GEM Listing Rules shall comply with the relevant provisions of the rules.
Article 9 the vice chairman of the company shall assist the chairman in his work. If the chairman is unable or fails to perform his duties, the vice chairman shall perform his duties; If the vice chairman is unable or fails to perform his duties, a director jointly recommended by more than half of the directors shall perform his duties.
Chapter IV organizational structure under the board of directors
Article 10 the company shall have a secretary of the board of directors, who shall be 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 is the senior management of the company and is responsible to the board of directors.
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 11 the Secretary of the board of directors shall be appointed by the board of directors.
Qualifications of secretary of the board of directors of the company:
(I) the Secretary of the board of directors shall be a natural person with working experience in secretarial, management and equity affairs;
(II) the Secretary of the board of directors shall master the knowledge of finance, taxation, law, finance and enterprise management, have good personal quality and professional ethics, strictly abide by laws, regulations and rules, be able to faithfully perform his duties, and have good ability to deal with public affairs.
The certified public accountant of the accounting firm and the lawyer of the law firm appointed by the company shall not concurrently serve as the Secretary of the board of directors.
(III) the Secretary of the board of directors shall obtain the qualification certificate of secretary of the board of directors issued by Shenzhen Stock Exchange. A person under any of the following circumstances shall not serve as the Secretary of the board of directors:
(1) Under any of the circumstances specified in Article 146 of the company law;
(2) Being prohibited from entering the securities market by the CSRC, and the term has not expired;
(3) Having been publicly condemned by the stock exchange or criticized in more than three circulars in the past three years;
(4) The current supervisor of the company;
(5) Other circumstances under which Shenzhen Stock Exchange deems it inappropriate to serve as the Secretary of the board of directors.
Article 12 the main responsibilities of the Secretary of the board of directors are:
(I) be responsible for handling the company’s information disclosure, coordinating the company’s information disclosure, organizing the formulation of the company’s information disclosure management system and the internal reporting system of major information, urging the company and relevant information disclosure obligors to perform the information disclosure obligations according to law, and handling the disclosure of regular reports and interim reports to the stock exchange in accordance with relevant regulations;
(II) be responsible for the communication and liaison between the company and relevant parties and the stock exchange and other securities regulatory authorities, and ensure that the stock exchange can get in touch with them at any time;
(III) be responsible for the company’s investor relations management and shareholder information management, coordinate the relationship between the company and investors, receive investors’ visits, answer investors’ inquiries, and provide investors with the information disclosed by the company; Coordinate the information communication between the company and securities regulatory authorities, shareholders and actual controllers, sponsors, securities service institutions, media, etc;
(IV) prepare the general meeting of shareholders and the meeting of the board of directors in accordance with legal procedures, prepare and submit relevant meeting documents and materials, participate in the general meeting of shareholders, the meeting of the board of directors, the meeting of the board of supervisors and relevant meetings of senior managers, and be responsible for the minutes of the general meeting of shareholders, the meeting of the board of directors and the meeting of the board of supervisors and sign them;
(V) be responsible for keeping the company’s register of shareholders, the register of directors, supervisors and senior managers, the information of major shareholders and directors, supervisors and senior managers holding the company’s shares, as well as the documents and minutes of the general meeting of shareholders, the board of directors and the board of supervisors;
(VI) be responsible for the confidentiality of the company’s information disclosure, formulate confidentiality measures, urge directors, supervisors, other senior managers and relevant informed personnel to keep secrets before information disclosure, take remedial measures in time in case of leakage of undisclosed major information, and report to Shenzhen Stock Exchange and make an announcement in time;
(VII) pay attention to public media reports and take the initiative to verify the truth, and urge the board of directors to respond to all inquiries of Shenzhen Stock Exchange in time;
(VIII) organize directors, supervisors and senior managers to carry out securities laws, regulations and this
