Bingshan Refrigeration & Heat Transfer Technologies Co.Ltd(000530) rules of procedure of the board of directors
(reviewed and revised at the 2021 annual general meeting of shareholders)
Article 1 Purpose
In order to further standardize the discussion methods and decision-making procedures of the board of directors of Bingshan Refrigeration & Heat Transfer Technologies Co.Ltd(000530) (hereinafter referred to as the “company”) and improve the standard operation and scientific decision-making level of the board of directors, these rules are formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and other laws and regulations and the relevant provisions of Bingshan Refrigeration & Heat Transfer Technologies Co.Ltd(000530) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 board meeting
The meetings of the board of directors are divided into regular meetings and interim meetings.
The board of directors shall hold at least three meetings every year.
Article 3 proposal of regular meeting
Before issuing the notice of convening the regular meeting of the board of directors, the Secretary 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 4 interim meeting
Under any of the following circumstances, the board of directors shall convene an interim meeting within 10 working days: (I) when proposed by shareholders representing more than one tenth of the voting rights;
(II) when 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 general manager;
(VII) other circumstances stipulated in the articles of association.
Article 5 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 directly to the chairman of the board of directors. 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 be 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.
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.
Article 6 convening and presiding over the meeting
The board meeting 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 elected by more than half of the directors shall convene and preside over the meeting.
Article 7 notice of meeting
When the board of directors holds a regular meeting, it shall notify all directors and supervisors in writing ten days before the meeting. When the board of directors holds an interim meeting, it shall notify all directors and supervisors in writing five days before the meeting.
Article 8 contents of meeting notice
The written meeting notice shall at least include the following contents:
(I) time and place of the meeting;
(II) convening method of the meeting;
(III) matters to be considered (meeting proposal);
(IV) the convener and moderator of the meeting, the proposer of the interim meeting and their written proposals; (V) meeting materials necessary for directors’ voting;
(VI) requirements that directors should attend the meeting in person or entrust other directors to attend the meeting on their behalf;
(VII) contact person and contact information.
Article 9 change of meeting notice
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 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.
Article 10 convening of the meeting
The meeting of the board of directors shall be held only when more than half of the directors are present.
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 11 attendance in person and entrusted attendance
In principle, directors shall attend the board meeting 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 state:
(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 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 at the meeting.
Article 12 restrictions on entrusted attendance
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 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 13 convening method of the meeting
The board meeting shall be held on site. On the premise 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 at the same time as other methods.
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 email actually received within the specified time limit, or the written confirmation letter submitted by the directors who have participated in the meeting afterwards.
Article 14 authority of the board of directors
The contents listed in article 6.8 of Chapter VI of the articles of association are the discussion scope of the board meeting. If the company has transactions or related party transactions specified in the stock listing rules and meets the disclosure standards, it shall be submitted to the board of directors of the company for deliberation.
Article 15 deliberation procedures of the meeting
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 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 16 express opinions
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 ask the convener of the meeting, the general manager and other senior managers, accounting firms, law firms and other relevant personnel and institutions for the information required for decision-making, or suggest to the moderator that the representatives of the above personnel and institutions be invited to attend the meeting to explain the relevant situation.
Article 17 voting at the meeting
After full discussion of each proposal, the host shall timely submit it to the directors attending the meeting for voting.
Voting at the meeting shall be carried out by one person, one vote, by show of hands, and voting can be carried out when necessary.
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 18 statistics of voting results
After the voting of the directors attending the meeting is completed, the relevant staff of the board of directors shall collect and count the voting results in time.
If a meeting is held on site, the host 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 19 formation of resolutions
Except for the circumstances specified in Article 20 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 favor of the proposal. Where laws, administrative regulations and the articles of association stipulate that the formation of a resolution by the board of directors should obtain the consent of more directors, such provisions shall prevail.
Article 20 withdrawal from voting
Under the following circumstances, the directors shall withdraw from voting on the relevant proposals:
(I) circumstances under which directors should withdraw as stipulated in the stock listing rules;
(II) circumstances that the directors themselves think should be avoided;
(III) other circumstances specified in the articles of association that must be avoided due to the connection between the directors and the enterprise involved in the meeting proposal.
In the case that the directors avoid voting, the relevant board meeting can be held when 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 21 No ultra vires
The company shall not act beyond the authority of the shareholders’ meeting and the resolutions of the board of directors.
Article 22 handling of proposals not adopted
If the proposal is not adopted, the board meeting shall not consider the proposal with the same content within one month without significant changes in relevant conditions and factors.
Article 23 suspension of voting
When more than half of the directors or two or more independent directors attending the meeting believe that the proposal is not clear and specific, or they are unable to judge the relevant matters due to insufficient meeting materials and other reasons, the chairman of the meeting shall request the meeting to suspend the voting on the topic.
The directors who propose to suspend voting shall put forward clear requirements for the conditions that should be met when the proposal is submitted for review again.
Article 24 meeting minutes
The Secretary of the board of directors shall arrange staff to make records of the meetings of the board of directors. The minutes of the meeting shall include the following contents:
(I) session, time, place and method of the meeting;
(II) issuance of meeting notice;
(III) moderator and convener;
(IV) attendance of directors in person and entrusted attendance;
(V) proposals considered at the meeting, key points and main opinions of each director on relevant matters, and voting intention on the proposal;
(VI) voting method and voting result of each proposal (specify the specific number of approval, opposition and abstention votes);
(VII) other matters that the directors attending the meeting think should be recorded.
Article 25 resolutions of the meeting
In addition to the meeting minutes, the Secretary of the board of directors shall also arrange the staff to make separate resolution records on the resolutions formed at the meeting according to the statistical voting results.
Article 26 signature of directors
The directors attending the meeting shall sign and confirm the meeting minutes and resolution records on behalf of themselves and the directors entrusted to attend the meeting on their behalf. If the directors have different opinions on the meeting minutes or resolution records, they may make a written explanation when signing. When necessary, it shall report to the regulatory authority in time, or make a public statement.
If a director neither signs for confirmation in accordance with the provisions of the preceding paragraph, nor makes a written explanation of his different opinions, or reports to the regulatory authority or makes a public statement, he shall be deemed to fully agree with the contents of the meeting minutes and resolution records.
Article 27 announcement of resolutions
The announcement of the resolution of the board of directors shall be handled by the Secretary of the board of directors in accordance with the relevant provisions of the stock listing rules. Before the announcement of the resolution is disclosed, the attending directors, non voting participants, records and service personnel shall be obliged to keep the contents of the resolution confidential.
Article 28 implementation of resolutions
The chairman of the board of directors shall urge relevant personnel to implement the resolutions of the board of directors, inspect the implementation of the resolutions, and report the implementation of the formed resolutions at the subsequent meetings of the board of directors.
Article 29 preservation of meeting archives
The Secretary of the board of directors shall be responsible for keeping the meeting files of the board of directors, including the meeting notice and meeting materials, the power of attorney of the directors to attend on their behalf, the meeting minutes signed and confirmed by the directors attending the meeting, the resolution records, etc.
The archives of the board meeting shall be kept for ten years.
Article 30 supplementary provisions
These Rules shall be formulated by the board of directors and implemented after being submitted to the general meeting of shareholders for approval, and the same shall apply when amending.
The board of directors of the company shall be responsible for the interpretation of these rules.
