Guangdong Enpack Packaging Co.Ltd(002846)
Guangdong Enpack Packaging CO., LTD
Rules of procedure of the board of directors
Shantou, Guangdong
April, 2002
catalogue
Chapter I General Provisions Chapter II composition and powers of the board of Directors Chapter III Chairman Chapter IV organizational structure of the board of directors 6 Chapter V proposal of the board of Directors Chapter VI convening of board meeting Chapter VII notice of board meeting Chapter VIII convening and voting of board meeting Chapter IX minutes of the board meeting Chapter X implementation of resolutions Chapter XI amendment of rules of procedure 18 Chapter XII Supplementary Provisions eighteen
Guangdong Enpack Packaging Co.Ltd(002846)
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 Guangdong Enpack Packaging Co.Ltd(002846) (hereinafter referred to as “the company”), standardize the discussion methods and decision-making procedures 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 governance standards of listed companies (revised in 2018), the stock listing rules of Shenzhen Stock Exchange (revised in 2022) (hereinafter referred to as the “Stock Listing Rules”), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and other relevant laws, regulations, rules These rules are formulated in accordance with the relevant provisions of normative documents and Guangdong Enpack Packaging Co.Ltd(002846) articles of Association (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company.
Chapter II composition and powers of the board of directors
Article 2 the company shall establish a board of directors according to law. The board of directors shall be responsible for the general meeting of shareholders and implement the resolutions of the general meeting of shareholders.
The board of directors shall perform its duties according to law, 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. The number and composition of the board of directors shall meet the requirements of laws and administrative regulations, and the professional structure shall be reasonable.
Article 3 the board of Directors consists of 7 directors, including 3 independent directors, who shall be elected or replaced by the general meeting of shareholders; The term of office of a director is three years. Upon expiration of his term of office, he can be re elected.
Article 4 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 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 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 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) appoint or dismiss the general manager and the Secretary of the board of directors of the company according to the nomination of the chairman, appoint or dismiss the deputy general manager, the person in charge of Finance and other senior managers of the company according to the nomination of the general manager, 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） Formulate the rules of procedure of the board of directors;
（14） Formulate the working rules of the Secretary of the board of directors;
（15） Formulate the establishment plan and personnel of each special committee of the board of directors and submit it to the general meeting of shareholders for approval;
（16） Formulate the working rules of the special committees of the board of directors;
（17） Make resolutions on external guarantees of the company other than Article 55 of the articles of Association;
（18） Review and approve the purchase and sale of major assets within one year, accounting for less than 30% of the latest audited total assets of the company;
（19） Other functions and powers of the board of directors specified in the rules of procedure of the board of directors of the company;
（20） Manage the information disclosure of the company;
（21） Propose to the general meeting of shareholders to hire or replace the accounting firm audited by the company;
（22） Listen to the work report of the general manager of the company and check the work of the general manager;
（23） To review matters related to the company’s acquisition of shares of the company due to the circumstances specified in items (III), (V) and (VI) of Article 26 of the articles of Association; The resolution of the board meeting attended by more than two-thirds of the directors;
（24） Other functions and powers granted by laws, administrative regulations, departmental rules or the articles of association.
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 and related party 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.
(I) the general meeting of shareholders authorizes the board of directors to review the acquisition or sale of assets of the company (excluding raw materials, fuel and power, and the sale of products, commodities and other assets related to daily operation, but including those involving the purchase and sale of such assets in asset replacement) External investment (including entrusted financial management, entrusted loans, investment in subsidiaries, joint ventures and associated enterprises, investment in trading financial assets, available for sale financial assets, held to maturity investment, etc.), provision of financial assistance, leasing in or leasing out assets, signing of management contracts (including entrusted operation, entrusted operation, etc.), gift or gift of assets, debt or debt restructuring, transfer of research and development projects, signing of license agreements The authority of waiving rights (including waiving preemptive right, preemptive right to subscribe capital contribution, etc.) and other transactions is as follows:
1. 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;
2. The net assets involved in the subject matter of the transaction (such as equity) account for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan. If the net assets involved in the transaction have both book value and assessed value, the higher one shall prevail;
3. The relevant operating income of the transaction object in the latest fiscal year accounts for more than 10% of the audited operating income of the company in the latest fiscal year, or the absolute amount exceeds RMB 10 million;
4. The related net profit of the transaction object in the latest fiscal year accounts for more than 10% of the audited net profit of the company in the latest fiscal year, or the absolute amount exceeds RMB 1 million;
5. The transaction amount (including debts and expenses) of the transaction accounts for more than 10% of the company’s latest audited net assets, or the absolute amount is less than RMB 10 million;
6. The profit generated from the transaction accounts for more than 10% of the audited net profit of the company in the latest fiscal year, or the absolute amount exceeds RMB 1 million.
If the data involved in the above indicators is negative, the absolute value shall be taken for calculation.
(II) other external guarantees other than those to be considered by the general meeting of shareholders as stipulated in the articles of association shall be considered and approved by the board of directors.
(III) related party transactions between the company and related 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; Connected transactions with connected natural persons with a transaction amount of more than 300000 yuan shall be reviewed and approved by the board of directors.
(IV) the company’s single or cumulative amount of financing in an accounting year accounting for less than 30% of the company’s latest audited net assets shall be deliberated and approved by the company’s board of directors.
The specific authority to be decided by the board of directors in accordance with laws and regulations shall comply with the provisions of relevant laws and regulations.
Article 6 the guarantee provided by the company for the related parties, regardless of the amount, shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors.
Article 7 the company shall not provide external guarantee without the approval of the board of directors or the general meeting of shareholders.
The external guarantee matters mentioned in Article 54 of the articles of association shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors. The external guarantee matters deliberated and approved by the board of directors must be approved by more than two-thirds of the directors attending the meeting of the board of directors and more than two-thirds of all independent directors.
Chapter III Chairman
Article 8 the chairman shall exercise the following functions and powers:
(I) preside over the general meeting of shareholders and convene and preside over the meeting of the board of directors;
(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) sign important documents of the board of directors and other documents signed by the legal representative of the company;
(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 of 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.
According to the principle of prudence, the board of directors of the company decided to authorize the chairman of the board of directors to purchase or sell assets (excluding raw materials, fuel and power, as well as the sale of products, commodities and other assets related to daily operation, but including those involved in the purchase and sale of such assets in the asset replacement), loan financing External investment (including entrusted financial management, entrusted loans, investment in subsidiaries, joint ventures and associated enterprises, investment in trading financial assets, available for sale financial assets, held to maturity investment, etc.), provision of financial assistance, lease in or lease out assets, signing of management contracts (including entrusted operation, entrusted operation, etc.), gift or gift of assets, debt or debt restructuring, transfer of research and development projects The authority to sign license agreements and other transactions is as follows:
1. The total assets involved in the transaction account for less 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 assessed value, the higher one shall be taken as the calculation data;
2. The net assets involved in the subject matter of the transaction (such as equity) account for less than 10% of the company’s latest audited net assets, and the absolute amount does not exceed 10 million yuan. If the net assets involved in the transaction have both book value and assessed value, the higher one shall prevail;
3. The relevant operating income of the transaction object in the latest fiscal year accounts for less than 10% of the audited operating income of the listed company in the latest fiscal year, or the absolute amount does not exceed RMB 10 million;
4. The relevant net profit of the transaction object in the latest fiscal year accounts for less than 10% of the audited net profit of the listed company in the latest fiscal year, or the absolute amount does not exceed RMB 1 million;
5. The transaction amount (including debts and expenses) of the transaction accounts for less than 10% of the latest audited net assets of the listed company, or the absolute amount does not exceed RMB 10 million;
6. The profit generated from the transaction accounts for less than 10% of the audited net profit of the company in the latest fiscal year, or the absolute amount does not exceed RMB 1 million.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
The transaction amount between the company and related natural persons shall not exceed 300000 yuan; Related party transactions with related legal persons with a transaction amount less than 3 million yuan or accounting for less than 0.5% of the absolute value of the company’s latest audited net assets shall be approved by the chairman.
The company’s single or cumulative amount of financing accounting for less than 10% of the company’s latest audited net assets in an accounting year shall be approved by the chairman of the company.
Article 9 if the 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 of 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, information disclosure, investor relations and other matters. The Secretary of the board of directors is the senior management of the company and is responsible to the board of directors.
As a senior manager of a listed company, the Secretary of the board of directors has the right to participate in relevant meetings, consult relevant documents and understand the company’s finance and operation in order to perform his duties. The board of directors and other senior managers shall support the work of the Secretary of the board of directors. The Secretary of the board of directors shall not interfere with the normal performance of duties of any institution or individual. The Secretary of the board of directors shall abide by 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 the 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 secretary, 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 perform duties faithfully, 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 have the professional knowledge of finance, management and law necessary for performing his duties, and have good professional ethics and personal quality. A person under any of the following circumstances shall not serve as the Secretary of the board of directors:
1. Any of the circumstances specified in Article 146 of the company law;
2. Have been subject to administrative punishment by the CSRC in the past three years;
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 specified in relevant laws, regulations and normative documents that are not suitable for serving as the Secretary of the board of directors. Article 12 directors
