Shanghai Step Electric Corporation(002527)
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 Shanghai Step Electric Corporation(002527) (hereinafter referred to as “the company”), standardize the organization of the board of directors and the behavior and operating rules of the directors, give full play to the role of the board of directors, urge the directors to correctly perform their rights and obligations, and improve the corporate governance structure of the company, according to the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the stock listing rules of Shenzhen Stock Exchange These rules are hereby formulated as the code of conduct for the operation of the board of directors and the board of directors, in accordance with the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws, regulations and normative documents, as well as the relevant provisions of the Shanghai Step Electric Corporation(002527) articles of Association (hereinafter referred to as the “articles of association”).
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 entrusted by the general meeting of shareholders to operate and manage the company’s legal person property. The board of directors shall be responsible to the general meeting of shareholders and exercise its powers within the scope of powers conferred by the articles of association and the general meeting of shareholders.
Article 3 the board of directors of the company is composed of 9 directors, including 3 independent directors and 1 Chairman.
The director may be concurrently held by the manager or other senior managers, but the total number of directors concurrently holding the position of manager or other senior managers and directors held by employee representatives shall not exceed 1 / 2 of the total number of directors of the company.
Article 4 the board of directors shall set up an office under the board of directors to handle the daily affairs of the board of directors and keep the seal of the board of directors. The securities affairs representative also serves as the head of the office of the board of directors.
Article 5 the board of directors of the company shall establish special committees for strategy, audit, nomination, remuneration and assessment in accordance with the relevant resolutions of the general meeting of shareholders. The members of the special committee are all composed of directors, in which the independent directors shall 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 personnel composition, responsibilities and authorities, decision-making procedures and rules of procedure of each special committee shall be determined by the rules of procedure of each special committee formulated by the board of directors of the company and implemented from the date of adoption of the resolution of the board of directors of the company.
Article 6 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) 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) formulate plans for the company’s major acquisition, repurchase 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) other guarantee matters except Article 42 of the articles of Association;
(x) transactions between the company and related natural persons (excluding cash assets and guarantees provided by the company) with an amount of more than 300000 yuan;
Transactions between the company and related legal persons (excluding cash assets and guarantees provided by the company) 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;
（11） Decide on the establishment of the company’s internal management organization;
（12） 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, financial director and other senior managers of the company, and decide on their remuneration, rewards and punishments;
（13） Formulate the basic management system of the company;
（14） Formulate the amendment plan of the articles of Association;
（15） Manage the information disclosure of the company;
（16） Propose to the general meeting of shareholders to hire or replace the accounting firm audited by the company;
（17） Listen to the work report of the general manager of the company and check the work of the general manager;
（18） Make a resolution on the 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;
（19） 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 7 if the transactions of the company (except the donated cash assets of the company) meet one of the following standards, they shall be submitted to the board of directors for deliberation:
(I) the “transaction” made by using the company’s assets as mentioned in article of these rules of procedure includes the following matters: see the articles of Association for details.
1. Purchase or sale of assets;
2. Foreign investment (including entrusted financial management, investment in subsidiaries, etc.);
3. Provide financial assistance (including entrusted loans);
4. Provide guarantee (including guarantee for holding subsidiaries);
5. Leased in or leased out assets;
6. Entrusted or entrusted management of assets and businesses;
7. Donated or donated assets;
8. Reorganization of creditor’s rights or debts;
9. Transfer or transfer of R & D projects;
10. Sign the license agreement;
11. Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
12. Purchase of raw materials, fuel and power;
13. Selling products and commodities;
14. Providing or receiving labor services;
15. Entrusted or entrusted sales;
16. Deposit and loan business;
17. Joint investment by related parties;
18. Other matters that may lead to the transfer of resources or obligations through agreement;
19. Other transactions recognized by Shenzhen Stock Exchange.
(II) if the company’s use of assets meets one of the following criteria, it shall be deliberated and approved by the board of directors:
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 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 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 (such as equity) in the latest fiscal year accounts for more than 10% of the audited operating income of the municipal company in the latest fiscal year, and the absolute amount exceeds 10 million yuan;
4. The net profit related to the transaction object (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;
5. 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;
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, and the absolute amount exceeds 1 million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
According to the articles of association and the rules of the general meeting of shareholders, transactions that should be submitted to the general meeting of shareholders for deliberation shall be deliberated and approved by the general meeting of shareholders after being deliberated and approved by the board of directors.
The board of directors may authorize the general manager to approve the above transactions within the above scope of authority. For the specific scope of authorization, see the working rules of the general manager of the company.
(III) similar transactions related to the above-mentioned transaction objects occurred in the company within 12 consecutive months shall be calculated cumulatively. If the company has a transaction of “purchase or sale of assets”, regardless of whether the subject matter of the transaction is related or not, if the total amount of assets involved or the transaction amount does not exceed 30% of the company’s latest audited total assets within 12 consecutive months, it shall be submitted to the board of directors for deliberation; If the total amount of assets or transaction amount involved exceeds 30% of the company’s latest audited total assets within 12 consecutive months, it shall also 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.
(IV) the board of directors may use the company’s assets for asset mortgage or external guarantee within the scope permitted by laws, regulations, the articles of association and the company’s external guarantee management system, and the authority to set up asset mortgage or external guarantee shall not exceed the provisions of the articles of association and the company’s external guarantee management system.
(V) the related party transactions that the board of directors has the right to decide shall be carried out in accordance with the authority specified in the articles of association and the related party transaction decision-making system.
Chapter III proposal and notice of board meeting
Article 8 the meetings of the board of directors are divided into regular meetings and interim meetings. The board of directors shall hold at least two regular meetings every year.
Article 9 before issuing the notice of convening the regular meeting of the board of directors, the office of the board of directors shall fully solicit the opinions of all directors, preliminarily form the meeting proposal and submit it to the chairman for formulation. The chairman of the board of directors shall solicit the opinions of the general manager and other senior managers as necessary before formulating a proposal.
Article 10 under any of the following circumstances, the board of directors shall convene an interim meeting:
(I) shareholders representing more than one tenth of the voting rights propose;
(II) when more than one-third of the directors jointly propose;
(III) when proposed by the board of supervisors;
(IV) when the chairman or general manager deems it necessary;
(V) when more than 1 / 2 of the independent directors propose;
(VI) when required by the securities regulatory authority;
(VII) other circumstances specified in the articles of Association;
Article 11 Where 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 office of the board of directors or directly, unless the chairman of the board of directors in Item (IV) of Article 10 of these rules deems it necessary. The written proposal shall specify the following items:
(I) the name of the proposer;
(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, and the materials related to the proposal shall be submitted together. After receiving the above written proposals and relevant materials, the office of the board of directors shall transmit them to the chairman of the board of directors on the same day. If the chairman believes that the content of the proposal is unclear, specific or the relevant materials are insufficient, he may require the proposer to modify or supplement it. The chairman of the board of directors shall convene and preside over the meeting of the board of directors within 10 days after receiving the proposal or the request of the securities regulatory authority.
Article 12 the meeting of the board of directors shall be convened and presided over by the chairman; If the chairman is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall convene and preside over the meeting.
Article 13 when convening a regular meeting of the board of directors, the board of directors shall submit a written notice of the meeting to all directors and supervisors by direct delivery, fax, e-mail or other methods specified in the articles of association ten days in advance.
When convening an interim meeting of the board of directors, the board of directors shall submit a written notice of the meeting to all directors and supervisors by direct delivery, fax, e-mail or other methods specified in the articles of association two days in advance. With the consent of all directors, the provisions on the notice period of the interim board meeting may be exempted from implementation. In case of emergency, if it is necessary to convene an interim meeting of directors as soon as possible, the meeting notice may be sent by telephone or other oral means at any time, but the convener shall make an explanation in the meeting minutes.
The above non direct service notice shall be confirmed by telephone and recorded.
Article 14 the notice of the meeting shall at least include the following contents:
(I) date and place of the meeting;
(II) duration of the meeting;
(III) reasons and topics;
(IV) date of notice;
(V) the convener and moderator of the meeting, the proposer of the interim meeting and their written proposals;
(VI) meeting materials necessary for directors’ voting;
(VII) the requirement that directors should attend the meeting in person or entrust other directors to attend the meeting on their behalf;
(VIII) contact person and contact information.
The notice of oral meeting shall at least include the contents of items (I), (II) and (III) above, as well as the description of the urgent need to convene an interim meeting of the board of directors as soon as possible.
Article 15 after the written meeting notice of the regular meeting of the board of directors is issued, if it is necessary to change the time, place and other matters of the meeting or add, change or cancel the meeting proposal, a written change notice shall be issued three days before the original date of the meeting, explaining the situation and the relevant contents and relevant materials of the new proposal. If it is less than three days, the date of the meeting shall be postponed accordingly or the meeting shall be held on schedule after obtaining the approval of all directors attending the meeting. After the notice of the interim meeting of the board of directors is issued, if it is necessary to change the time, place and other matters of the meeting or add, change or cancel the proposal of the meeting, it shall obtain the approval of all directors attending the meeting in advance and make corresponding records.
Chapter IV convening, voting and resolution of the board meeting
Article 16 the meeting of the board of directors shall be held only when more than half of the directors are present. When the relevant directors refuse to attend or are lazy to attend the meeting, resulting in failure to meet the minimum number of people required for the meeting, the chairman and the Secretary of the board of directors shall report to the regulatory authority in time.
Supervisors may attend the meetings of the board of directors as nonvoting delegates; If the general manager and the Secretary of the board of directors do not concurrently serve as directors, they shall attend the meetings of the board of directors as nonvoting delegates. If the chairman of the meeting deems it necessary, he may notify other relevant personnel to attend the meeting of the board of directors as nonvoting delegates.
Article 17 in principle, directors shall attend the meeting of the board of directors in person. If he is unable to attend the meeting for some reason, he shall review the meeting materials in advance, form a clear opinion, and entrust other directors in writing to attend the meeting on his behalf. The power of attorney shall specify: (I) the names of the principal and the agent;
(II) brief comments of the client on each proposal;
(III) the scope of authorization, validity period and instructions on the voting intention of the proposal of the trustor;
(IV) signature and date of the client.
If other directors are entrusted to sign written confirmation opinions on behalf of the regular report, special authorization shall be made in the power of attorney. The entrusted director shall submit a written power of attorney to the chairman of the meeting and explain the entrusted attendance on the attendance book of the meeting.
Article 18 entrustment and entrustment to attend the meeting of the board of directors shall follow the following principles:
(I) when considering related party transactions, non related
