Xi'An Triangle Defense Co.Ltd(300775)
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 Xi'An Triangle Defense Co.Ltd(300775) (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") Securities Law of the people's Republic of China (hereinafter referred to as "Securities Law"), Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as "GEM Listing Rules") These rules of procedure are formulated in accordance with the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (hereinafter referred to as the "guidelines for the standardized operation of companies listed on the gem") and the articles of association.
Article 2 the board of directors is a permanent body for the company's business decision-making, and the board of directors is responsible for the general meeting of shareholders. The board of directors shall conscientiously perform its duties specified in relevant laws, administrative regulations and the articles of association, ensure that the company complies with the provisions of laws, administrative regulations and the articles of association, treat all shareholders fairly, and pay attention to the legitimate rights and interests of other stakeholders. Chapter II directors
Article 3 directors shall have the following qualifications:
(I) the directors of the company are natural persons. Directors are not required to hold shares in the company.
(II) have basic knowledge of the company's operation, be familiar with national economic policies and relevant laws and regulations, and have the ability and experience suitable for serving as a director.
(III) under the circumstances specified in Article 147 of the company law, or under the penalty of being banned from entering the securities market by the CSRC, and before the expiration of the time limit, or under other circumstances specified by laws, administrative regulations or departmental rules that cannot serve as a director, he shall not serve as a director of the company.
Article 4 the directors shall ensure that they have enough time and energy to perform their duties.
Article 5 serving as an independent director of the company 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) independence required by relevant regulations;
(III) have the basic knowledge of the company to be listed and the operation of the listed company, 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 for performing the duties of independent directors; (V) other conditions stipulated in the articles of association.
Article 6 independent directors must be independent, and the following persons shall not serve as independent directors:
(I) the main social relations of the personnel working in the company or its affiliated enterprises and their immediate family members; (II) natural person shareholders and their immediate family members who directly or indirectly hold more than 1% of the issued shares of the company or among the top 10 shareholders of the company;
(III) persons who work in shareholder units that directly or indirectly hold more than 5% of the issued shares of the company or in the top five shareholder units of the company and their immediate family members;
(IV) personnel who have had the conditions listed in the preceding three items in the most recent year;
(V) personnel providing financial and legal consulting services for the company or its subsidiaries or personnel working in relevant institutions;
(VI) other personnel recognized by relevant securities management departments or institutions.
Article 7 independent directors shall perform their duties independently and shall not be affected by the company's major shareholders, actual controllers or units or individuals having interests with the company and its major shareholders and actual controllers.
Article 8 independent directors can concurrently serve as independent directors in up to five listed companies and ensure that they have enough time and energy to effectively perform their duties.
Chapter III composition and powers of the board of directors
Article 9 the board of directors of the company is composed of 11 directors, including 1 Chairman and 10 other directors, including 4 independent directors.
The chairman is the legal representative of the company.
Article 10 the working rules of independent directors shall be formulated separately by the board of directors of the company.
Article 11 the board of directors may establish special committees such as remuneration committee, nomination committee, audit committee and Strategy Committee as required and on the premise of complying with relevant laws and administrative regulations. Each special committee shall formulate working rules to stipulate the composition, functions and powers, procedures and other related matters of the committee, which shall be deliberated and approved by the board of directors. Article 12 the board of directors has an office, which is responsible for the preparation of the general meeting of shareholders, the meeting of the board of directors and each special committee of the board of directors, information disclosure and other daily affairs of the board of directors and each special committee of the board of directors.
The Secretary of the board of directors also serves as the person in charge of the office of the board of directors and keeps the seals of the board of directors and the office of the board of directors.
Article 13 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 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 foreign investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, related party transactions, etc;
(IX) decide on the establishment of the company's internal management organization;
(x) appoint or dismiss the general manager and Secretary of the board of directors of the company; According to the nomination of the general manager, appoint or dismiss the company's deputy general manager, financial director 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 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） Other functions and powers granted by laws, administrative regulations, departmental rules or the articles of association.
Article 14 in addition to the external guarantees required to be submitted to the general meeting of shareholders for deliberation and approval as stipulated in Article 48 of the articles of association, other external guarantees shall be deliberated and approved by the board of directors.
External guarantees that should be deliberated and approved by the general meeting of shareholders can only be submitted to the general meeting of shareholders for deliberation and approval after being deliberated and approved by the board of directors.
The external guarantee that should be reviewed and 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 make a resolution.
Article 15 the guaranteed party of the company's external guarantee must have no records that lead to the guarantor's actual performance of the guarantee liability for it; Moreover, the guaranteed party has stable operation, standardized management and no major violations and violations.
Article 16 the guaranteed party of the company's external guarantee shall provide counter guarantee, and the provider of counter guarantee shall have actual bearing capacity.
Article 17 the board of directors of the company shall explain the non-standard audit opinions issued by certified public accountants on the company's financial reports to the shareholders' meeting.
Article 18 the board of directors shall determine the authority of external investment, acquisition and sale of assets, asset mortgage, 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 the matters that need to be reported to the general meeting of shareholders for approval.
The company may invest in other enterprises according to its business needs, and shall be liable for the enterprises it invests in to the extent of its capital contribution. Unless otherwise provided by law, the company shall not become a contributor jointly and severally liable for the debts of the invested enterprise.
Article 19 the company shall take measures to protect the directors' right to know and ensure the authenticity and integrity of the information provided. For any matter that needs to be decided by the board of directors, the company shall notify all directors and provide relevant materials in accordance with the provisions of these rules of procedure, take measures to protect the directors' right to participate in the meetings of the board of directors, and provide the working conditions necessary for directors to perform their duties.
Article 20 the chairman shall be elected and removed by more than half of all directors.
Article 21 the chairman shall exercise the following functions and powers:
(II) check the implementation of the resolutions of the board of directors;
(III) sign the shares, corporate bonds and other securities issued by the company;
(IV) sign important documents of the board of directors and other documents signed by the company's legal representative;
(V) exercise the functions and powers of the legal representative;
(VI) 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;
(VII) other functions and powers authorized by the board of directors.
If the chairman is unable to perform his functions and powers, a director jointly recommended by more than half of the directors shall exercise his functions and powers on his behalf.
Article 22 the board of directors shall, in accordance with the principle of prudent authorization, authorize the chairman of the board of directors to make decisions on the use of the company's funds and assets, which is equivalent to less than 5% of the company's latest audited net asset value, except for matters specially stipulated by relevant laws, administrative regulations, departmental rules and securities regulatory authorities, which shall be implemented in accordance with relevant special provisions;
Article 23 the company shall have a secretary of the board of directors, who shall be appointed or dismissed by the board of directors. The Secretary of the board of directors is the senior management of the company and is responsible to the board of directors.
The working rules of the Secretary of the board of directors shall be formulated separately by the board of directors of the company.
Article 24 the Secretary of the board of directors shall have the professional knowledge of finance, management and law necessary for performing his duties, and have good professional ethics and personal morality.
The Secretary of the board of directors shall have the following qualifications:
(I) have a college degree or above, and have been engaged in secretarial, management and equity affairs for more than three years; (II) have certain knowledge of finance, taxation, law, finance, enterprise management and computer application, have good personal quality and professional ethics, strictly abide by relevant laws, regulations and rules, and be able to perform duties faithfully;
(III) the directors or other senior managers of the company may concurrently serve as the Secretary of the board of directors, but the supervisors shall not concurrently serve;
(IV) Article 112 of the articles of association stipulates that the Secretary of the board of directors shall not serve as a director of the company;
(V) a person who has been subject to the latest administrative punishment by the relevant securities administration department or institution for less than three years shall not serve as the Secretary of the board of directors;
(VI) being publicly condemned by the stock exchange or criticized in more than three circulars in the past three years;
(VII) other circumstances that the stock exchange deems unsuitable for serving as the Secretary of the board of directors;
(VIII) the 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.
Article 25 the Secretary of the board of directors shall abide by the articles of association, bear the relevant legal responsibilities of senior managers, bear the obligations of integrity and diligence to the company, and shall not use his power to seek benefits for himself or others.
Article 26 the Secretary of the board of directors shall be nominated by the chairman and appointed or dismissed by the board of directors. If a director concurrently serves as the Secretary of the board of directors, if a certain act needs to be done by the director and the Secretary of the board of directors respectively, the person concurrently serving as the director and the Secretary of the board of directors of the company shall not do it in a dual capacity.
Chapter IV Special Committees of the board of directors
Article 27 the board of directors of the company may establish special committees on strategy, audit, nomination, remuneration and assessment in accordance with the relevant resolutions of the general meeting of shareholders.
Article 28 all members of the special committee shall be composed of directors. Each special committee shall have a convener, who shall be responsible for convening and presiding over the meetings of the Committee. Among them, the audit committee, the nomination committee and the remuneration and assessment committee shall have a majority of independent directors and serve as the convener. At least one independent director of the audit committee shall be an accounting professional.
Article 29 the board of directors has established an audit committee, a remuneration and assessment committee and a strategy committee. The main responsibilities of the audit committee are:
(I) propose to hire or replace the external audit institution;
(II) supervise the company's internal audit system and its implementation;
(III) be responsible for the communication between internal audit and external audit;
(IV) review the company's financial information and its disclosure;
(V) review the company's internal control system and audit major related transactions;
(VI) other matters authorized by the board of directors of the company.
The main responsibilities of the remuneration and assessment committee are:
(I) study the assessment standards for directors and general managers, conduct assessment and put forward suggestions;
(II) study and review the salary plan or scheme according to the main scope, responsibilities and importance of the management positions of directors and senior managers and the salary level of relevant positions in other relevant enterprises;
(III) the salary plan or scheme mainly includes (but is not limited to) performance evaluation standards, procedures, main evaluation systems, main schemes and systems of rewards and punishments, etc;
(IV) supervise the implementation of the company's salary system;
(V) other matters authorized by the board of directors.
The main responsibilities of the strategy committee are:
(I) study the long-term development strategic planning of the company and put forward suggestions;
(II) study and put forward suggestions on major investment and financing schemes subject to the approval of the board of directors as stipulated in the articles of Association;
(III) study and put forward suggestions on major capital operation and asset management projects subject to the approval of the board of directors as stipulated in 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;
(VI) other matters authorized by the board of directors.
Article 30 in the future, the company may establish other special committees after deliberation and approval by the general meeting of shareholders. The committees are non-governmental bodies. Relevant meeting reports and annual reports issued by each committee shall be submitted to the board of directors of the company.
Article 31 each special committee may hire an intermediary institution to provide professional opinions, and the relevant expenses shall be borne by the company. Each special committee shall be responsible to the board of directors, and the proposals of each special committee shall be submitted to the board of directors for review and decision.
Chapter V convening of board meeting
Article 32 the meetings of the board of directors are divided into regular meetings of the board of directors and interim meetings of the board of directors. The board of directors shall notify the supervisors of the meeting.
Article 33 regular meetings of the board of directors shall be held twice a year and convened by the chairman of the board of directors. The board of directors shall convene regular Board meetings within 10 days
