Sansheng Intellectual Education Technology Co.Ltd(300282)
Rules of procedure of the board of directors
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Sansheng Intellectual Education Technology Co.Ltd(300282) (hereinafter referred to as the "company"), shareholders and creditors, and standardize the organization and behavior of the company, these rules are formulated in accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the Sansheng Intellectual Education Technology Co.Ltd(300282) articles of Association (hereinafter referred to as the "articles of association") and other relevant national laws and administrative regulations.
Article 2 the terms involved and matters not specified in these Rules shall be subject to the articles of association of the company, and other rules of the company shall not be used as the basis for interpretation and reference.
Chapter II qualifications and responsibilities of directors
Article 3 a director of the company is a natural person and cannot serve as a director of the company under any of the following circumstances:
(I) no or limited capacity for civil conduct;
(II) being sentenced to criminal punishment for corruption, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy, and the expiration of the execution period is less than 5 years, or being deprived of political rights for a crime, and the expiration of the execution period is less than 5 years;
(III) being a director, factory director or manager of a company or enterprise in bankruptcy liquidation and personally responsible for the bankruptcy of the company or enterprise, less than 3 years have elapsed since the completion of the bankruptcy liquidation of the company or enterprise;
(IV) having served as the legal representative of a company or enterprise whose business license has been revoked or ordered to close down due to violation of law, and having personal responsibility, less than 3 years have elapsed since the date of revocation of the business license of the company or enterprise;
(V) a large amount of personal debt is not paid off when due;
(VI) being prohibited from entering the securities market by the CSRC, and the time limit has not expired;
(VII) other contents stipulated by laws, administrative regulations or departmental rules.
If a director is elected or appointed in violation of the provisions of this article, the election, appointment or employment shall be invalid. In case of any circumstance under this article during the term of office of a director, the company shall remove him from his post.
Article 4 directors shall be elected or replaced by the general meeting of shareholders for a term of three years. Upon the expiration of the term of office of the director, he may be re elected, and the continuous term of office of the independent director shall not exceed six years. Before the expiration of a director's term of office, the general meeting of shareholders cannot remove him without reason.
The term of office of the directors shall be calculated from the date of taking office to the expiration of the term of office of the current board of directors. If a director is not re elected in time after the expiration of his term of office, the original director shall still perform his duties as a director in accordance with laws, administrative regulations, departmental rules and the articles of association before the re elected director takes office.
The director may be concurrently held by the general manager or other senior managers, but the total number of directors concurrently holding the post of general 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 5 directors shall abide by laws, administrative regulations and the articles of association, and bear the following obligations of loyalty to the company: (I) they shall not take advantage of their power to accept bribes or other illegal income, and shall not misappropriate the company's property;
(II) not misappropriate the company's funds;
(III) the company's assets or funds shall not be deposited in an account opened in its own name or in the name of other individuals;
(IV) it shall not violate the provisions of the articles of association, lend the company's funds to others or provide guarantee for others with the company's property without the consent of the general meeting of shareholders or the board of directors;
(V) not to enter into contracts or conduct transactions with the company in violation of the provisions of the articles of association or without the consent of the general meeting of shareholders;
(VI) without the consent of the general meeting of shareholders, it is not allowed to take advantage of his position to seek business opportunities that should belong to the company for himself or others, and operate businesses similar to the company for himself or for others;
(VII) shall not accept the Commission of trading with the company as his own;
(VIII) not disclose company secrets without authorization;
(IX) it shall not use its affiliated relationship to damage the interests of the company;
(x) other loyalty obligations stipulated by laws, administrative regulations, departmental rules and the articles of association.
The income obtained by a director in violation of this article shall be owned by the company; If losses are caused to the company, it shall be liable for compensation.
Article 6 the directors shall abide by laws, administrative regulations and the articles of association, and bear the following obligations of diligence to the company: (I) exercise the rights conferred by the company carefully, seriously and diligently, so as to ensure that the company's business activities comply with the requirements of national laws, administrative regulations and various national economic policies, and that the business activities do not exceed the business scope specified in the business license;
(II) all shareholders should be treated fairly;
(III) timely understand the business operation and management of the company;
(IV) written confirmation opinions shall be signed on the company's periodic reports. Ensure that the information disclosed by the company is true, accurate and complete;
(V) it shall truthfully provide the board of supervisors with relevant information and materials, and shall not hinder the board of supervisors or supervisors from exercising their functions and powers;
(VI) other duties of diligence stipulated by laws, administrative regulations, departmental rules and the articles of association.
Article 7 If a director 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.
Article 8 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 board of directors of the company is lower than the minimum quorum due to the resignation of directors, the original directors shall still perform their duties in accordance with laws, administrative regulations, departmental rules and the articles of association before the re elected directors take office.
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 9 when a director's resignation takes effect or his term of office expires, he shall complete all handover procedures with the board of directors, and his loyalty obligations to the company and shareholders shall remain valid for three years after the resignation takes effect or his term of office expires; His obligation to keep the company's trade secrets confidential shall remain valid after the end of his term of office until the secrets become public information. Article 10 the company shall not act in the name of the board of directors or any individual authorized by the board of directors without the authorization of the company's articles of association. When a director acts in his own name, if the third party reasonably believes that the director is acting on behalf of the company or the board of directors, the director shall declare his position and identity in advance. Article 11 Where a director violates the provisions of laws, administrative regulations, departmental rules or the articles of association when performing his duties and causes losses to the company, he shall be liable for compensation.
Chapter III status and powers of the board of directors
Article 12 the company has a board of directors, which is responsible for the general meeting of shareholders.
Article 13 the board of directors is composed of 9 directors, of which no less than 1 / 3 are independent directors (including at least 1 financial accounting professional).
Independent directors do not concurrently hold the internal administrative positions of the company.
Article 14 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 plans for the increase or decrease of the company's registered capital, as well as plans for the issuance of corporate 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 to appoint or dismiss the general manager and the Secretary of the board of directors of the company; According to the nomination of the general manager of the company, 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 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 general manager of the company and check the work of the general manager;
（16） Other functions and powers stipulated by laws, administrative regulations, departmental rules or the articles of association and authorized by the general meeting of shareholders.
Article 15 the decision-making authority of the company on foreign investment, foreign guarantee and related party transactions shall be implemented with reference to the relevant systems of the company. If other matters meet one of the following standards, they shall be submitted to the board of directors for deliberation:
(I) transactions
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. If the company's equity transaction amount exceeds RMB 10 million in the latest accounting year and accounts for more than 100 thousand in the latest accounting year;
3. 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;
4. The transaction amount of the transaction (including the debts and expenses undertaken) accounts for more than 10% of the company's latest audited net assets, 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 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.
The "transaction" referred to in this article includes but is not limited to the following matters: acquisition or sale of assets; Foreign investment (including entrusted financial management and investment in subsidiaries, except for the establishment or capital increase of wholly-owned subsidiaries); Provide financial assistance (including entrusted loans); Providing guarantee (refers to the guarantee provided by the listed company for others, including the guarantee for the holding subsidiary); Leased in or leased out assets; Sign management contracts (including entrusted operation, entrusted operation, etc.); Donated or donated assets; Reorganization of creditor's rights or debts; Transfer of research and development projects; Sign the license agreement; Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.).
If the above standards are not met, it shall be decided by the chairman of the company.
(II) other external guarantees other than those required to be submitted to the general meeting of shareholders for deliberation and approval as stipulated in Article 42 of the articles of Association; The external guarantee matters that should be examined and approved by the board of directors must be approved by more than 2 / 3 of the directors attending the meeting of the board of directors before making a resolution;
(III) related party transactions
1. Related party transactions with which the company intends to have a transaction amount (including the cumulative amount of related party transactions with the same subject matter or the same related natural person within 12 consecutive months) of more than 300000 yuan;
2. Related party transactions with which the company intends to have a transaction amount (including the cumulative amount of related party transactions with the same subject matter or the same related party legal person within 12 consecutive months) 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.
If the above standards are not met, it shall be decided by the chairman of the company.
Article 16 the board of directors shall have one chairman and two vice chairmen, both of whom shall be elected by more than half of all directors.
Article 17 the chairman of the board of directors 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 company's shares, bonds and other securities;
(IV) important documents of the board of directors and other legal representatives of the company; Important contracts and other important documents;
(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 in time afterwards;
(VII) other functions and powers authorized by the articles of association and the board of directors.
Article 18 the board of directors authorizes the chairman to decide the following matters:
(I) establishment of the company's internal management organization;
(II) establishment of branches;
(III) decide to appoint or replace the members of the board of directors and the board of supervisors of the wholly-owned subsidiary;
(IV) appoint, replace or recommend shareholder representatives, directors (candidates) and supervisors (candidates) of the company's holding subsidiaries and participating subsidiaries.
Article 19 the executive body of the board of directors
(I) General Manager
1. The company has a general manager, who is nominated by the chairman and appointed or dismissed by the board of directors. The general manager shall be responsible for the daily operation and management of the company except for other matters decided by the board of directors. The general manager shall be responsible to the board of directors and implement the resolutions of the board of directors.
2. The general manager shall exercise the following functions and powers:
a) Preside over the operation and management of the company, organize the implementation of the resolutions of the board of directors, and report to the board of directors; b) Organize the implementation of the company's annual business plan and investment plan;
c) Draw up the establishment plan of the company's internal management organization;
d) Formulate the basic management system of the company;
e) Formulate specific rules and regulations of the company;
f) Propose to the board of directors to appoint or dismiss the company's deputy general manager, chief financial officer and other senior managers decided by the board of directors;
g) To decide on the appointment or dismissal of managers other than those who should be decided by the board of directors; h) Other functions and powers authorized by the articles of association or the board of directors.
The general manager shall attend the board meeting as nonvoting delegates.
(II) secretary of the board of directors
The board of directors has a secretary of the board of directors, who is the senior management of the company. The Secretary of the board of directors is responsible for the company's organizational documents and meeting minutes, and the preparation of shareholders' meetings and directors' meetings
