Beijing Quanshi World Online Network Information Co.Ltd(002995)
Rules of procedure of the board of directors
April, 2002
catalogue
Chapter I General Provisions Chapter II notice of board meeting Chapter III voting of the board of directors Chapter IV Implementation of resolutions of the board of Directors 5 chapter V minutes of the board of Directors Chapter VI authorization of the board of directors 6 Chapter VII Supplementary Provisions six
Beijing Quanshi World Online Network Information Co.Ltd(002995)
Rules of procedure of the board of directors
Chapter I General Provisions
Article 1 in order to standardize the decision-making behavior of the board of directors and ensure the legalization, scientization and institutionalization of the decision-making of the board of directors, 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, the governance standards of listed companies, the stock listing rules of Shenzhen Stock Exchange and other relevant laws and administrative regulations These rules are formulated in accordance with the rules of the securities regulatory authority and the relevant provisions of the Beijing Quanshi World Online Network Information Co.Ltd(002995) articles of Association (hereinafter referred to as the "articles of association").
Article 2 the company shall establish a board of directors according to law. The board of directors shall be responsible to the general meeting of shareholders and exercise decision-making power within the scope of powers conferred by the company law, the articles of association and the general meeting of shareholders.
Article 3 the board of directors shall implement the meeting system. The meetings of the board of directors are divided into regular meetings and interim meetings; Regular meetings shall be held twice a year, and the conditions for holding interim meetings shall be in accordance with the provisions of the articles of association. The meeting can be held only when more than half of the directors are present. In addition to the directors attending the board meeting, the company's supervisors, general manager, deputy general manager, Secretary of the board of directors and other senior managers may attend the board meeting as nonvoting delegates.
Article 4 the chairman of the company shall be responsible for convening and presiding over the meetings of the board of directors. 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.
Article 5 the Secretary of the board of directors of the company is responsible for the organization and coordination of the meeting of the board of directors, including arranging the agenda of the meeting, preparing the meeting documents, organizing the meeting, and drafting, keeping and disclosing the minutes of the meeting and the resolutions and minutes of the meeting.
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) 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) 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 company's deputy general manager, the person in charge of finance, the Secretary of the board of directors 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 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 granted by laws, administrative regulations, departmental rules or the articles of association.
Chapter II notice of board meeting
Article 7 when the board of directors convenes a regular meeting, the Secretary of the board of directors and relevant staff shall send a written notice of the meeting to all participants 10 working days before the meeting. The matters to be specified in the meeting notice shall be implemented in accordance with the provisions of the articles of association.
Article 8 when the board of directors convenes an interim meeting, the Secretary of the board of directors and relevant staff shall notify the participants in the manner specified in the articles of association 2 days before the meeting; 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 without being limited by the above-mentioned notice method and time limit, but the convener shall make an explanation at the meeting.
Article 9 the meeting of the board of directors shall be attended by the directors themselves; If a director is unable to attend for some reason, he may entrust another director in writing to attend on his behalf. The power of attorney shall specify the name of the agent, the matters of agency, the scope of authorization and the period of validity, and shall be signed or sealed by the principal. The directors attending the meeting on their behalf shall exercise the rights of directors within the scope of authorization. If a director fails to attend the meeting of the board of directors or entrust a representative to attend, he shall be deemed to have waived his voting right at the meeting. If he fails to attend the meeting in person or entrust other directors to attend the meeting of the board of directors for two consecutive times, he shall be deemed unable to perform his duties, and the board of directors shall recommend the general meeting of shareholders to replace him.
When the acting director attends the meeting, he shall issue a power of attorney and exercise his rights within the scope of authorization. The power of attorney shall specify the agent's name, agency matters, agency authority and validity period, and shall be signed or sealed by the principal.
Chapter III voting on the proceedings of the board of directors
Article 10 the resolution made by the board of directors shall be approved by more than half of all directors. However, the matters of external guarantee and financial assistance approved by the board of directors shall be reviewed and approved by more than half of all directors, and shall also be reviewed and approved by more than two-thirds of the directors present at the board of directors.
Article 11 No matter what form the meeting of the board of directors is held, the directors present at the meeting must have clear voting opinions on the plans discussed at the meeting, and sign on the resolutions of the meeting and the minutes of the board of directors. For matters discussed by the board of directors, each director participating in the meeting of the board of directors has one vote. Article 12 in general, the meeting of the board of directors shall be held in the form of on-site meeting and voted by open ballot. On the premise of ensuring that the directors can fully express their opinions, it can also be held by video conference and teleconference, and vote by fax or e-mail. If voting by fax, e-mail and other communication methods, the directors shall sign the original written documents related to the voting within two days from the end of the meeting of the board of directors and send them to the domicile of the company by express mail.
Article 13 if the resolution of the board of directors violates the company law and other relevant regulations, the articles of association and these rules of procedure, resulting in serious economic losses to the company, the director who voted for the resolution and signed the resolution shall be liable for compensation. However, if it is proved that he has expressed opposition or raised objection during the voting and recorded in the minutes of the meeting, the director may be exempted from liability.
Article 14 when the board of directors and the senior managers are not present, they can express their own opinions on the decisions of the board of directors and the senior managers, but they have no right to vote on other matters of the company.
Article 15 when a director himself or any other enterprise in which he works has a direct or indirect connection with the existing or planned contracts, transactions and arrangements of the company (except the employment contract), whether the relevant matters need the approval of the board of directors under normal circumstances or not, he shall disclose the nature and degree of his connection to the board of directors as soon as possible.
Article 16 when the board of directors of the company votes on connected transactions, connected directors shall not participate in the voting or exercise the voting rights on behalf of other directors, but have the right and obligation to participate in the deliberation and discussion of the matter and put forward their own opinions:
The affiliated directors mentioned in the preceding paragraph include the following directors or directors under any of the following circumstances:
(I) counterparty;
(II) working in the counterparty, or in the legal person or other organization that can directly or indirectly control the counterparty, or the legal person or other organization directly or indirectly controlled by the counterparty;
(III) having direct or indirect control over the counterparty;
(IV) close family members of the counterparty or its direct or indirect controller, including spouse, parents, parents of spouse, brothers and sisters and their spouses, children over the age of 18 and their spouses, brothers and sisters of spouse and parents of children's spouses;
(V) close family members of the directors, supervisors and senior managers of the counterparty or its direct or indirect controllers, including spouses, parents, parents of spouses, brothers and sisters and their spouses, children over the age of 18 and their spouses, brothers and sisters of spouses and parents of children's spouses;
(VI) persons identified by the CSRC, the stock exchange or the company who may affect their independent business judgment for other reasons.
The meeting of the board of directors mentioned in the preceding paragraph can be held only when more than half of the unrelated directors are present, and the resolutions made at the meeting of the board of directors must be adopted by more than half of the unrelated directors. If the number of unrelated directors attending the board of directors is less than three, the matter shall be submitted to the general meeting of shareholders of the company for deliberation.
Article 17 when the company holds a meeting of the board of directors, it shall timely keep the resolutions of the board of directors after the meeting. Chapter IV Implementation of resolutions of the board of directors
Article 18 once the resolution of the board of directors is formed, the general manager of the company shall lead and organize the implementation and implementation of specific matters, and report the implementation to the board of directors in time.
Article 19 the board of directors shall supervise and inspect the implementation, and those who violate the resolutions of the board of directors in the specific implementation shall be investigated for personal responsibility.
Article 20 the chairman, the general manager or a specially assigned person shall report to the board of directors on the implementation and implementation of the previous resolutions of the board of directors at each meeting of the board of directors; The directors have the right to ask the relevant executors about the implementation of the resolutions of the previous board of directors.
Article 21 the Secretary of the board of directors shall regularly report the implementation of the resolutions of the board of directors to the chairman of the board of directors, and truthfully convey the opinions of the chairman of the board of directors to relevant directors and members of the general manager team of the company.
Chapter V minutes of the board of directors
Article 22 the board of directors shall designate a special person to take minutes of the meeting, which shall include the following contents:
(I) the date and place of the meeting and the name of the convener;
(II) the names of the directors attending the meeting and the names of the directors and their agents who entrust others to attend the meeting of the board of directors;
(III) agenda of the meeting;
(IV) key points of directors' speech; (proposals considered at the meeting, key points and main opinions of each director on relevant matters, and voting intention on the proposal;)
(V) voting method and result of each voting matter (the voting result shall include the number of votes in favor, against or abstaining);
(VI) other matters that the directors attending the meeting think should be recorded.
Article 23 for the matters resolved by the directors, the directors attending the meeting (including the entrusted agent of the directors not attending the meeting) and the secretary or recorder of the board of directors must sign on the meeting minutes. The minutes of the meeting of the board of directors shall not be modified. If it needs to be corrected due to record errors, the person who expressed the opinion and the minutes of the meeting shall correct and sign.
Article 24 the board of directors of the company shall form meeting minutes on the meeting. The meeting minutes shall be kept by the Secretary of the board of directors or a specially assigned person, and the retention period shall not be less than 10 years.
Chapter VI authorization of the board of directors
Article 25 when the board of directors of the company is not in session, the chairman shall exercise the corresponding functions and powers granted by the board of directors in accordance with the provisions of the articles of association.
Article 26 when the board of directors of the company is not in session, the general manager shall exercise the corresponding functions and powers of the general manager in accordance with the provisions of the articles of association.
Chapter VII supplementary provisions
Article 27 these rules are an annex to the articles of association.
Article 28 the expression "above" in these rules includes this number, "below" and "over" do not include this number. Article 29 Where there are no provisions in these rules or the provisions in these rules are inconsistent with the provisions of laws and regulations, normative documents and the articles of association, the relevant provisions of laws and regulations, normative documents and the articles of association shall prevail. These Rules shall be formulated, interpreted and amended by the board of directors of the company. These Rules shall come into force from the date of approval by the general meeting of shareholders of the company.
Beijing Quanshi World Online Network Information Co.Ltd(002995) April 2022
