Rules of procedure of the board of directors
(revised in April 2022)
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure of Gosun Holdings Co.Ltd(000971) (hereinafter referred to as “the company”), standardize the procedures of the board of directors for deliberation and decision-making, and effectively protect the legitimate rights and interests of shareholders, 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”) and the governance standards of listed companies These rules are formulated in accordance with the requirements of relevant laws, regulations, rules and systems such as the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the Listing Rules), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as the standardized operation), the Gosun Holdings Co.Ltd(000971) articles of Association (hereinafter referred to as the articles of association) and the actual situation of the company.
Article 2 the company establishes a board of directors, which is elected by the general meeting of shareholders. Entrusted by the general meeting of shareholders, the board of directors is responsible for the operation and management of the company’s corporate property. It is the business decision-making center of the company and is responsible for the general meeting of shareholders.
Article 3 from the date of entry into force, these Rules shall become a binding legal document regulating the internal organization setting, convening, convening, deliberation and voting procedures of the board of directors of the company. Together with the provisions on directors and the board of directors in the articles of association, these Rules shall serve as the code of conduct for the directors and the board of directors of the company to perform their rights and obligations.
Chapter II composition and powers of the board of directors
Article 4 the company has a board of directors, which is responsible for the general meeting of shareholders. The board of Directors consists of 11 people (including 4 independent directors, of which at least one independent director is an accounting professional) and one chairman.
Article 5 the chairman of the board of directors shall be the director of the company and shall be elected and removed by the board of directors by more than half of all directors. The chairman is the legal representative of the company. The chairman shall exercise and perform the following duties:
(I) preside over the general meeting of shareholders;
(II) convene and preside over the meetings of the board of directors, and urge the directors to attend the meetings of the board of directors in person;
(III) supervise and inspect the implementation of the resolutions of the board of directors;
(IV) sign the company’s shares, corporate bonds and other securities;
(V) sign important documents of the board of directors and other documents signed by the legal representative of the company;
(VI) exercise the functions and powers of the legal representative;
(VII) 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; (VIII) nominate the Secretary of the board of directors;
(IX) act within the scope of authority granted by the board of directors, and timely inform all directors of the implementation of the authorized matters; In case of any matter that may have a significant impact on the company’s operation, it shall make a prudent decision and submit it to the board of directors for collective decision when necessary;
(x) other powers and duties conferred by the board of directors.
The principle of the board of directors’ authorization to the chairman is:
(I) it is conducive to the company’s scientific decision-making and rapid response.
(II) the authorized matters are within the scope of the resolution of the board of directors, and the authorized contents are clear, specific and operable.
(III) in line with the interests of the company and all shareholders.
Article 6 a director may resign before the expiration of his term of office. When a director resigns, he shall submit a written resignation report to the board of directors. The board of directors will disclose relevant information within 2 days.
If the number of directors of the company is lower than the minimum quorum due to the resignation of directors, or the number of independent directors is less than one-third of the members of the board of directors due to the resignation of independent directors, or there are no accounting professionals among the independent directors, the original directors shall still perform their duties as directors in accordance with laws, administrative regulations, departmental rules and the articles of association before the re elected directors take office. The board of directors shall convene an extraordinary general meeting of shareholders as soon as possible to elect directors to fill the vacancy caused by the resignation of directors.
Except for the circumstances listed in the preceding paragraph, the resignation of a director shall take effect when the resignation report is delivered to the board of directors.
Article 7 the company shall set up a secretary of the board of directors as the designated contact between the company and Shenzhen Stock Exchange to perform the duties of secretary of the board of directors required by the company law, securities law, CSRC and Shenzhen Stock Exchange. The Secretary of the board of directors is nominated by the chairman, appointed or dismissed by the board of directors, and is responsible to the board of directors and all shareholders.
The Secretary of the board of directors shall have the professional knowledge of finance, management and law necessary for performing his duties, have good professional ethics and personal morality, and obtain the qualification certificate of secretary of the board of directors issued by Shenzhen Stock Exchange. Under any of the following circumstances, a person shall not serve as the Secretary of the board of directors of the company:
(I) under any of the circumstances specified in Article 146 of the company law;
(II) being prohibited from entering the securities market by the CSRC, and the time limit has not expired;
(III) being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies, and the term has not expired;
(IV) the current supervisor of the company;
(V) other circumstances that Shenzhen Stock Exchange deems unsuitable for serving as the Secretary of the board of directors.
The company sets up the office of the Secretary of the board of directors as the daily work organization for the board of directors and the Secretary of the board of directors to perform their duties.
Article 8 while appointing the Secretary of the board of directors, the board of directors of the company shall appoint another securities affairs representative of the board of directors. When the Secretary of the board of directors is unable to perform his duties, the securities affairs representative shall act as the Secretary of the board of directors. Before being appointed, the securities affairs representative shall participate in the qualification training of the Secretary of the board of directors organized by Shenzhen Stock Exchange and obtain the qualification certificate of the Secretary of the board of directors.
Article 9 the board of directors shall establish a strategy committee, an audit committee, a nomination committee and a remuneration and assessment committee in accordance with the provisions of the standards for the governance of listed companies. The members of the special committee are all composed of directors, among which the independent directors of the audit committee, nomination committee and remuneration and assessment committee shall account for the majority and act as the convener. At least one independent director of the audit committee shall be an accounting professional, and the convener shall be an accounting professional.
(I) the main responsibility of the strategy committee is to study and make suggestions on the company’s long-term development strategy and major investment decisions.
(II) the main responsibilities of the audit committee are:
(1) Propose to hire or replace the external audit institution;
(2) Supervise the company’s internal audit system and its implementation;
(3) Responsible for the communication between internal audit and external audit;
(4) Review the company’s financial information and its disclosure;
(5) Review the company’s internal control system.
(III) the main responsibilities of the nomination committee are:
(1) Study the selection criteria and procedures of directors and senior managers of the company and put forward suggestions;
(2) Extensive search for qualified directors and senior managers;
(3) Review the candidates for directors and senior managers and put forward suggestions.
(IV) the main responsibilities of the remuneration and assessment committee are:
(1) Study the assessment standards of directors and senior managers, conduct assessment and put forward suggestions;
(2) Study and review the remuneration policies and plans of directors and senior managers.
Article 10 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 examination and decision. The specific operation of the special committee of the board of directors shall be implemented in accordance with the working rules of Gosun Holdings Co.Ltd(000971) special committee of the board of directors formulated separately.
Article 11 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, merger, division, dissolution and change of company form;
(VIII) 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 within the scope authorized by the general meeting of shareholders;
The guarantee matters within the authority of the board of directors shall be reviewed and approved by more than two-thirds of the directors attending the meeting of the board of directors.
(IX) decide on the establishment of internal management organization;
(x) decide on the appointment or dismissal of the general manager, the 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 authorized by laws, administrative regulations, departmental rules or the articles of association, as well as the general meeting of shareholders.
Article 12 the board of directors of the company shall explain to the shareholders’ meeting the audit report with non-standard opinions issued by the certified public accountant on the company’s financial report.
Article 13 the board of directors shall use the company’s assets for foreign investment (including entrusted financial management, investment in subsidiaries, etc.), acquisition and sale of assets, asset mortgage, asset (equity) pledge, lease in or lease out assets, entrusted or entrusted management of assets and businesses, gift or receive assets, reorganization of creditor’s rights or debts, transfer or transfer of R & D projects, signing license agreements The review authority of waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.) and external donation is as follows:
(I) unless otherwise provided by relevant laws, administrative regulations and departmental rules, the company’s transactions (except external guarantee and financial assistance) that meet one of the following standards shall be submitted to the board of directors for approval:
1. The total assets involved in the transaction account for more 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 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 listed company in the latest fiscal year, and the absolute amount exceeds 10 million yuan;
3. The related net profit of the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited net profit of the listed company in the latest fiscal year, and the absolute amount exceeds one million yuan;
4. The transaction amount (including debts and expenses) of the transaction accounts for more than 10% of the latest audited net assets of the listed company, and the absolute amount exceeds 10 million yuan;
5. The profit generated from the transaction accounts for more than 10% of the audited net profit of the listed company in the latest fiscal year, and the absolute amount exceeds one million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
(II) authority of the board of directors to examine and approve external guarantees and financial assistance
The provision of external guarantees and financial assistance by the company shall be reviewed by the board of directors, and shall be reviewed and approved by more than two-thirds of the directors present at the board of directors.
If the object of financial assistance provided by the company is a holding subsidiary within the scope of the company’s consolidated statements with a shareholding ratio of more than 50%, and the other shareholders of the holding subsidiary do not include the company’s controlling shareholders, actual controllers and their affiliates, the provisions of the preceding paragraph may be exempted.
(III) authority of the board of directors to approve related party transactions
For the connected transactions with the amount of more than 300000 yuan between the company and the connected natural person; The related party transactions with a total amount of more than 3 million yuan and higher than 0.5% of the company’s latest audited net assets that the company intends to reach with related parties shall be submitted to the board of directors for deliberation. Related party transactions between the company and related parties with a transaction amount of more than 30 million yuan and more than 5% of the company’s latest audited net assets must be implemented after obtaining the approval of the company’s general meeting of shareholders.
Chapter III board meeting
Article 14 the meetings of the board of directors are divided into regular meetings and interim meetings.
The board of directors shall hold a meeting at least once a year in the previous two and a half years.
Article 15 when the board of directors convenes a meeting, the directors of the company shall attend the meeting, and the supervisors and senior managers of the company may attend the meeting as nonvoting delegates.
Article 16 under any of the following circumstances, the chairman shall convene and preside over the interim meeting of the board of directors within 10 days from the next day:
(I) when the chairman considers it necessary;
(II) shareholders representing more than 10% of the voting rights propose;
(III) when more than 1 / 3 of the directors jointly propose;
(IV) when more than 1 / 2 of the independent directors jointly propose;
(V) when proposed by the board of supervisors;
(VI) when proposed by the general manager;
(VII) when required by the securities regulatory authority;
(VIII) other circumstances stipulated in the articles of association.
If an interim meeting of the board of directors is proposed to be held in accordance with the provisions of the preceding paragraph, a written proposal signed (sealed) by the proposer shall be submitted to the chairman of the board of directors. 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) proposed method, place and time limit 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.
Article 17 when convening a meeting of the board of directors, all directors shall be notified to attend the meeting 3 days before the meeting. In case of emergency, the time limit for notification of the meeting of the board of directors may be exempted with the consent of more than half of the directors. The notice of the regular meeting of the board of directors shall be in writing (including but not limited to: direct delivery, letter, telegram, telex, fax, electronic data exchange and e-mail, the same below), and the notice of the interim meeting of the board of directors may be in writing or orally by telephone.
The board meeting shall be convened and presided over by the chairman. If the chairman fails to perform his duties or is unable to perform his duties, a director jointly recommended by more than half of the directors shall be responsible for convening and presiding over the meeting.
The meeting of the board of directors shall be held on the premise of ensuring that the directors fully express their opinions
