Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
Rules of procedure of the board of directors
Chapter I General Provisions
Article 1 in order to clarify the responsibilities and authorities of the board of directors of Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) (hereinafter referred to as the “company”), standardize the organization and behavior of the board of directors, and ensure the work efficiency and scientific decision-making of the board of directors, according to the company law of the people’s Republic of China (hereinafter referred to as the “company law”) These rules are formulated in accordance with the provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the board of directors is the permanent body of the company, which is responsible for the shareholders’ meeting, implementing the resolutions of the shareholders’ meeting, safeguarding the interests of the company and all shareholders, and making decisions on the development objectives and major business activities of the company.
Chapter II directors
Article 3 a candidate shall not be nominated as a director of the company under any of the following circumstances:
(I) circumstances under which the company law stipulates that he shall not serve as a director;
(II) the market entry prohibition measures taken by the CSRC not to serve as directors of listed companies have not expired;
(III) the term of directors of a listed company publicly recognized by the stock exchange as unsuitable has not expired; (IV) other circumstances stipulated by laws and regulations and Shenzhen Stock Exchange;
If a director candidate is under any of the following circumstances, the company shall disclose the specific circumstances of the director candidate, the reasons for the proposed employment of the candidate and whether it will affect the standardized operation of the company:
(I) being subject to administrative punishment by the CSRC within the last 36 months;
(II) being publicly denounced by the stock exchange or being criticized in more than three circulars within the last 36 months; (III) being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations, and there is no clear conclusion;
(IV) the company is listed in the list of dishonest Executees by the CSRC on the open inquiry platform for illegal and dishonest information in the securities and futures market or by the people’s court.
The deadline for the above-mentioned period shall be the date when the company’s general meeting of shareholders deliberates the proposal on the appointment of director candidates. Article 4 after being nominated, a director shall conduct self-examination on whether he meets the conditions for holding the post, and timely provide the company with a written explanation and relevant materials on whether he meets the conditions for holding the post.
A candidate shall make a written commitment, agree to accept the nomination, promise that the candidate information publicly disclosed is true, accurate, complete and meets the conditions for holding the post, and ensure that he will earnestly perform his duties after being elected.
Article 5 the resumes of candidates for directors shall include the following contents:
(I) educational background, work experience, part-time work, work in more than 5% of the company’s shareholders, actual controllers and other units, as well as serving as directors, supervisors and senior managers in other institutions in the past five years;
(II) whether it is related to shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company;
(III) holding of the company’s shares;
(IV) whether they have been punished by the CSRC and other relevant departments and disciplined by the stock exchange, whether they have been filed for investigation by judicial organs for suspected crimes or checked by the CSRC for suspected violations of laws and regulations, and there is no clear conclusion;
(V) whether it has been included in the list of dishonest Executees by the people’s court by the China Securities Regulatory Commission in the public inquiry platform company of illegal and dishonest information in the securities and futures market;
(VI) other important matters required to be disclosed by the stock exchange.
Where the general meeting of shareholders elects directors, in addition to fully disclosing the above information, the relevant proposals shall also explain whether the relevant candidates are not allowed to be nominated as directors and whether they meet the requirements of laws and regulations, other provisions of the stock exchange and the articles of association. If the candidate has the relevant circumstances in items (IV) and (V), the convener of the general meeting of shareholders shall disclose the reasons for selecting the candidate, whether it has an impact on the standardized operation and corporate governance of the listed company and the company’s countermeasures.
Article 6 the members of the board of directors may have representatives of the employees of the company, and the specific establishment matters shall be implemented in accordance with the provisions of the articles of association. The employee representatives in the board of directors shall be democratically elected by the employees of the company through the employee congress. Article 7 directors shall be elected or replaced by the general meeting of shareholders, and each term of office shall be three years. A director may be re elected upon expiration of his term of office. Before the expiration of a director’s term of office, the general meeting of shareholders cannot remove him without reason.
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 date on which a director takes office is the date on which the general meeting of shareholders is held.
Article 8 a director may be concurrently held by the general manager or other senior managers, but the total number of directors concurrently holding the post of general 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.
Article 9 when a director candidate is deliberating his employment proposal at the shareholders’ meeting, the board of directors and other competent bodies, he shall personally attend the meeting and explain his working conditions, professional ability, professional experience, violations of laws and regulations, whether there is a conflict of interest with the listed company, and his relationship with the controlling shareholder, actual controller, other directors, supervisors and senior managers of the company.
Article 10 directors shall abide by laws, administrative regulations and the articles of association, and bear the following obligations of loyalty to the company:
(I) shall not take advantage of his power to accept bribes or other illegal income, and shall not encroach on the company’s property; (II) not misappropriate the company’s funds;
(III) the company’s assets or funds shall not be deposited in an account opened in its own name or in the name of other individuals;
(IV) it shall not violate the provisions of the articles of association, lend the company’s funds to others or provide guarantee for others with the company’s property without the consent of the general meeting of shareholders or the board of directors;
(V) not to enter into contracts or conduct transactions with the company in violation of the provisions of the articles of association or without the consent of the general meeting of shareholders;
(VI) without the consent of the general meeting of shareholders, it is not allowed to take advantage of his position to seek business opportunities that should belong to the company for himself or others, and operate businesses similar to the company for himself or for others;
(VII) shall not accept the Commission of trading with the company as his own;
(VIII) not disclose company secrets without authorization;
(IX) it shall not use its affiliated relationship to damage the interests of the company;
(x) other loyalty obligations stipulated by laws, administrative regulations, departmental rules and the articles of association.
The income obtained by a director in violation of this article shall be owned by the company; If losses are caused to the company, it shall be liable for compensation.
Article 11 the directors shall abide by laws, administrative regulations and the articles of association, and bear the following obligations of diligence to the company:
(I) exercise the rights conferred by the company carefully, seriously and diligently to ensure that the company’s business activities comply with the requirements of national laws, administrative regulations and various national economic policies, and that the business activities do not exceed the business scope specified in the business license;
(II) all shareholders should be treated fairly;
(III) timely understand the business operation and management of the company;
(IV) it shall sign written confirmation opinions on the company’s securities issuance documents and periodic reports.
It shall ensure that the company discloses information in a timely and fair manner and that the information disclosed is true, accurate and complete;
(V) it shall truthfully provide the board of supervisors with relevant information and materials, and shall not hinder the board of supervisors or supervisors from exercising their functions and powers;
(VI) other duties of diligence stipulated by laws, administrative regulations, departmental rules and the articles of association.
If the directors, supervisors and senior managers cannot guarantee the authenticity, accuracy and completeness of the securities issuance documents and periodic reports, or have objections, they shall express their opinions and state the reasons in the written confirmation opinions, and the issuer shall disclose them. If the issuer does not disclose, the directors, supervisors and senior managers may directly apply for disclosure.
Article 12 directors shall ensure that they have enough time and energy to perform their duties and fulfill their commitments. If a director fails to attend the meeting of the board of directors in person or entrust other directors to attend the meeting of the board of directors for two consecutive times, he shall be deemed to be unable to perform his duties, and the board of directors shall recommend the general meeting of shareholders to replace him.
Article 13 when a director resigns, he shall submit a written resignation report. Except for the following circumstances, the resignation of a director shall take effect when the resignation report is delivered to the board of directors:
(I) the resignation of a director causes the number of members of the board of directors to be lower than the minimum quorum;
(II) the resignation of independent directors results in the number of independent directors being less than one-third of the members of the board of directors, or there are no accounting professionals among the independent directors.
Under the above circumstances, the resignation report shall not take effect until the next director fills the vacancy caused by his resignation. Before the resignation report takes effect, the directors who intend to resign shall continue to perform their duties in accordance with relevant laws and regulations and the articles of association, except for the circumstances specified in paragraph 1 of Article 3 of these rules.
If a director resigns, the company shall complete the by election within two months to ensure that the composition of the board of directors complies with the provisions of laws, regulations and the articles of association.
Article 14 a director shall state in his resignation report the time of resignation, the reason for resignation, the post he resigned, and whether he will continue to serve in the company and its holding subsidiaries after resignation (if he continues to serve, explain the situation of continuing to serve)
Article 15 If any of the directors of the company occurs in items (I) and (II) of paragraph 1 of Article 3 of these rules during his term of office, the relevant directors shall immediately stop performing their duties and the company shall remove them according to the corresponding provisions. If any of the directors of the company occurs in items (III) and (IV) of paragraph 1 of these rules during his term of office, the company shall remove him from his post within one month from the date of the occurrence of the fact.
Relevant directors shall be dismissed but still not removed. If they attend the meeting of the board of directors and vote, their vote shall be invalid. If more than half of the directors of the company should resign according to the provisions of these rules during their term of office, the resignation period of relevant directors can be appropriately extended with the application of the company and the consent of the stock exchange, but the maximum extension period shall not exceed three months.
Before the resignation takes effect, the relevant directors shall continue to perform their duties in accordance with laws, regulations and the articles of association to ensure the normal operation of the company.
Article 16 before the effective resignation, and within a reasonable period or agreed period after the effective resignation or the end of his term of office, the duty of loyalty assumed by the director to the company and all shareholders shall not be automatically relieved.
After the resignation of a director, his confidentiality obligations for the company’s trade secrets shall remain valid until the trade secrets become public information, and shall strictly perform the obligations of prohibiting horizontal competition agreed with the company.
Article 17 no director may act on behalf of the company or the board of directors in his own name without the provisions of the articles of association or the legal authorization of the board of directors. When a director acts in his own name, if the third party reasonably believes that the director is acting on behalf of the company or the board of directors, the director shall declare his position and identity in advance.
Article 18 a director whose term of office has not ended shall be liable for compensation for the losses of the company caused by his unauthorized resignation.
Article 19 Where a director violates the provisions of laws, administrative regulations, departmental rules or the articles of association when performing his duties and causes losses to the company, he shall be liable for compensation.
Chapter III composition and powers of the board of directors
Article 20 the company has a board of directors, which is responsible for the general meeting of shareholders. The board of Directors consists of nine directors, including three independent directors and one chairman.
Article 21 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 needed. 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 22 the board of directors shall exercise the following functions and powers:
(I) be responsible for convening the general meeting of shareholders and reporting to the general meeting;
(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) to draw up plans for the company’s major acquisition, acquisition of the company’s shares or merger, division and dissolution, as well as plans for changing the company’s form;
(VIII) within the scope authorized by the general meeting of shareholders, decide on other external investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, related party transactions, external donation and other matters of the company;
(IX) decide on the establishment of the company’s internal management organization;
(x) 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, financial director and other senior managers of the company, 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） Other functions and powers conferred by laws, administrative regulations, departmental rules or the articles of association, as well as by the general meeting of shareholders.
Article 23 the board of directors shall exercise the above functions and powers by convening a meeting of the board of directors for deliberation and decision, and form a resolution of the board of directors before implementation. 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 of the company shall explain the non-standard audit opinion issued by the certified public accountant on the company’s financial report to the general meeting of shareholders.
Article 24 the board of directors shall determine the decision-making authority on foreign investment, acquisition and sale of assets, asset mortgage, foreign guarantee, entrusted financial management, related party transactions and foreign loans, 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 25 when the board of directors deliberates on major transactions, the directors shall understand the reasons for the transactions in detail and make a careful assessment
