Tibet Summit Resources Co.Ltd(600338)
Rules of procedure of the board of directors
(revised in 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 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, in accordance with the company law, the securities law and the standards for the governance of listed companies These rules are formulated in accordance with the stock listing rules of Shanghai Stock Exchange and the Tibet Summit Resources Co.Ltd(600338) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions. 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. The board of directors shall conscientiously perform its duties specified in relevant laws and regulations and the articles of association, ensure that the company complies with laws and regulations, treat all shareholders fairly, and pay attention to the interests of stakeholders.
Article 3 the board of directors shall set up the office of the board of directors to handle the daily affairs 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. The Secretary of the board of directors may designate securities affairs representatives and other relevant personnel to assist them in handling their daily affairs.
Article 4 the board of directors of the company may establish special committees for strategy, audit, nomination and assessment. The members of the special committee are all composed of directors, of which independent directors shall account for more than half of the audit committee and nomination and assessment committee and serve as the convener. At least one independent director of the audit committee shall be an accounting professional. The working rules of each special committee shall be formulated by the board of directors and implemented from the date of adoption of the resolution of the board of directors.
Article 5 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) elect the chairman and vice chairman, and appoint or dismiss the president of the company; Appoint or dismiss the Secretary of the board of directors according to the nomination of the chairman; According to the nomination of the president, appoint or dismiss the company’s vice president, 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 president of the company and check the work of the president;
（16） Determine the total annual borrowings of the company; Determine the mortgage amount of the company’s assets for financing; Decide on the total annual guarantee amount for the company’s loans held by it;
（17） Formulate the establishment plan of each special committee of the board of directors and determine its members;
（18） Other functions and powers granted by laws, administrative regulations, departmental rules or the articles of association.
Unless otherwise provided by laws, administrative regulations and the articles of association, the board of directors may delegate some of its functions and powers to the chairman, one or more other directors or the president. The authorization content of the board of directors shall be clear and specific.
Chapter III proposal and notice of board meeting
Article 6 before issuing the notice of convening the regular meeting of the board of directors, the office of the board of directors shall solicit the opinions of each director one by one, preliminarily form the meeting proposal and submit it to the chairman for formulation.
The chairman of the board of directors shall, as necessary, seek the opinions of the president and other senior managers before formulating a proposal. Article 7 the meetings of the board of directors are divided into regular meetings and interim meetings.
The board of directors shall hold a regular meeting at least once a year in the previous two and a half years.
Article 8 under any of the following circumstances, the board of directors shall convene an interim meeting:
(I) proposed by shareholders representing more than one tenth of the voting rights;
(II) more than one-third of the directors jointly propose;
(III) when proposed by the board of supervisors;
(IV) when the chairman considers it necessary;
(V) when more than half of the independent directors propose;
(VI) when proposed by the president;
(VII) when required by the securities regulatory authority;
(VIII) other circumstances stipulated in the articles of association of the company.
Article 9 proposal procedure of interim meeting
If 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. The written proposal shall contain 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 of the company, 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 considers 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 10 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, the vice chairman shall convene and preside over the meeting; If the vice chairman is unable or fails to perform his duties, a director jointly recommended by more than half of the directors shall convene and preside over the meeting.
Article 11 when convening regular and interim meetings of the board of directors, the office of the board of directors shall notify all directors and supervisors of the meeting in writing with the seal of the office of the board of directors 10 days and 3 days in advance by e-mail, e-mail, personal delivery or fax.
In case of emergency, if it is necessary to convene an interim meeting of the board 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 at the meeting.
Article 12 the written notice of the meeting shall at least include the following contents:
(I) time, date and place of the meeting;
(III) duration of the meeting;
(IV) the date of the notice;
(V) matters to be considered (meeting proposal);
(VI) the convener and moderator of the meeting, the proposer of the interim meeting and their written proposals;
(VII) meeting materials necessary for directors’ voting;
(VIII) the directors shall attend the meeting in person or entrust other directors to attend the meeting on their behalf;
(IX) contact person and contact information.
The notice of oral meeting shall at least include the contents of items (I) and (II) 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 13 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 originally scheduled meeting to explain the situation and the relevant contents and 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 the original date after obtaining the written 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 and voting of board meeting
Article 14 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 delay in attending 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 a timely manner.
Supervisors may attend the meetings of the board of directors as nonvoting delegates; The president of the company and the Secretary of the board of directors shall attend the meeting 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 15 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 trustor and the trustee;
(II) brief comments of the client on each proposal;
(III) the scope of authorization of the trustor and instructions on the voting intention of the proposal;
(IV) signature and date of the trustor and the trustee.
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 16 the following principles shall be followed when entrusting and entrusted to attend the meeting of the board of directors:
(I) when considering related party transactions, non related directors shall not entrust related directors to attend on their behalf; Affiliated directors shall not accept the entrustment of non affiliated directors;
(II) independent directors shall not entrust non independent directors to attend on their behalf, and non independent directors shall not accept the entrustment of independent directors;
(III) a director shall not fully entrust other directors to attend on his behalf without stating his personal opinions and voting intention on the proposal, and the relevant directors shall not accept the entrustment with full authorization and unclear authorization.
(IV) a director shall not accept the entrustment of more than two directors, nor shall a director entrust a director who has accepted the entrustment of two other directors to attend on his behalf.
Article 17 the board meeting shall be held on site. If necessary, on the premise of ensuring that the directors can fully express their opinions, the meeting can also be held by video, telephone, fax or e-mail voting with the consent of the convener (host) and the proposer. The meeting of the board of directors can also be held on site and in other ways at the same time.
If the meeting is not held on site, the number of directors attending the meeting shall be calculated by video showing the directors present, the directors who express their opinions in the teleconference, the effective voting votes such as fax or e-mail actually received within the specified time limit, or the written confirmation letter submitted by the directors who have participated in the meeting afterwards.
Article 18 the chairman of the meeting shall request the directors attending the board meeting to express clear opinions on various proposals.
For proposals that require prior approval of independent directors according to regulations, the meeting host shall designate an independent director to read out the written approval opinions reached by independent directors before discussing relevant proposals.
If a director obstructs the normal progress of the meeting or affects the speeches of other directors, the chairman of the meeting shall stop it in time. Unless unanimously agreed by all directors present at the meeting, the board meeting shall not vote on the proposal not included in the meeting notice. If a director is entrusted by other directors to attend the board meeting on his behalf, he shall not vote on the proposal not included in the meeting notice on behalf of other directors.
Article 19 the directors shall carefully read the relevant meeting materials and express their opinions independently and prudently on the basis of full understanding of the situation.
Before the meeting, the directors may obtain the information required for decision-making from the office of the board of directors, the convener of the meeting, the president and other senior managers, various special committees, accounting firms, law firms and other relevant personnel and institutions, or propose to the chairman during the meeting to invite the representatives of the above personnel and institutions to attend the meeting to explain the relevant situation.
Article 20 after the proposal has been fully discussed, the host shall timely request the participating directors to vote on the proposal.
Voting at the meeting shall be carried out by one person, one vote, by name and in writing.
The voting intentions of directors are divided into consent, objection and waiver. The directors attending the meeting shall choose one of the above intentions. If they fail to choose or choose more than two intentions at the same time, the chairman of the meeting shall require the relevant directors to choose again. If they refuse to choose, they shall be deemed to have abstained; Those who leave the venue halfway and do not return without making a choice shall be deemed to have abstained.
Article 21 after the voting of the directors attending the meeting, the securities affairs representative and the relevant staff of the board office shall timely collect the voting votes of the directors and submit them to the Secretary of the board of directors for statistics under the supervision of a supervisor or independent director.
If a meeting is held on site, the chairman of the meeting shall announce the statistical results on the spot; In other cases, the chairman of the meeting shall require the Secretary of the board of directors to notify the directors of the voting results before the next working day after the end of the specified voting time limit.
If a director votes after the chairman of the meeting announces the voting results or after the specified voting time limit expires, the voting situation shall not be counted.
Article 22 in addition to the circumstances specified in Article 23 of these rules, if the board of directors deliberates and adopts the meeting proposal and forms relevant resolutions, more than half of all directors of the company must vote in favour of the proposal. Where laws, administrative regulations and the articles of association of the company stipulate that the board of directors shall obtain the consent of more directors to form a resolution, such provisions shall prevail.
The board of directors shall, in accordance with the provisions of the articles of association of the company, make a resolution on the guarantee within its authority. Unless more than half of all the directors of the company agree, it must also be approved by more than two-thirds of the directors present at the meeting.
In case of any contradiction between the contents and meanings of different resolutions, the later resolution shall prevail.
Article 23 under the following circumstances, the directors shall withdraw from voting on relevant proposals:
(I) circumstances under which directors should withdraw as stipulated in the Listing Rules of Shanghai Stock Exchange;
(II) circumstances that the directors themselves think should be avoided;
(III) other circumstances specified in the articles of association of the company that must be avoided because the directors are related to the enterprise involved in the meeting proposal.
In the event that the directors withdraw from voting, the relevant board meeting can be held only if more than half of the unrelated directors are present, and the formation of a resolution must be passed by more than half of the unrelated directors. If the number of unrelated directors attending the meeting is less than three, they shall not vote on the relevant proposal, but shall submit the matter to the general meeting of shareholders for deliberation.
Article 24 the board of directors shall act in strict accordance with the authorization of the general meeting of shareholders and the articles of association of the company, and shall not form resolutions beyond its authority.
Article 25 If the board of directors needs to make a resolution on the company’s profit distribution, it may first notify the certified public accountant of the distribution plan to be submitted to the board of directors, and require him to issue a draft audit report accordingly (all financial data except those related to profit distribution are included)
