Yunding Technology Co.Ltd(000409)
Rules of procedure of the board of directors
(reviewed and approved by the 2021 annual general meeting of shareholders of the company on May 18, 2022)
Chapter I General Provisions
Article 1 in order to further clarify the terms of reference of the board of directors of Yunding Technology Co.Ltd(000409) (“the company”), standardize the internal operation of the board of directors, clarify the discussion methods and decision-making procedures of the board of directors, and give full play to the role of the operation and decision-making center of the board of directors, In accordance with the company law of the people’s Republic of China (“the company law”), the securities law of the people’s Republic of China (“the securities law”), the China Securities Regulatory Commission (“CSRC”), the governance standards for listed companies, the rules for independent directors of listed companies and the stock listing rules of Shenzhen Stock Exchange These rules are formulated in accordance with the relevant provisions of laws, administrative regulations, rules, normative documents and Yunding Technology Co.Ltd(000409) articles of Association (the “articles of association”) such as the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board.
Article 2 These rules are binding on all directors, the Secretary of the board of directors, securities affairs representatives, supervisors, senior managers and other relevant personnel attending the meetings of the board of directors.
Chapter II composition and powers of the board of directors
Article 3 the company has a board of directors, which is the business decision-making center of the company and is responsible for the general meeting of shareholders.
Article 4 the board of Directors consists of 11 directors, including 4 independent directors and 1 employee director. The board of directors shall have a chairman and may have a vice chairman.
Independent directors include at least one accounting professional (accounting professional refers to the person with senior professional title or certified public accountant qualification). When the number of independent directors of the company fails to meet the requirements of this article due to the fact that the independent directors do not meet the conditions for independence or are not suitable for performing the duties of independent directors, the company shall make up the number of independent directors in accordance with the provisions.
In addition, the board of directors should have a reasonable professional structure, and the members of the board of directors should have the knowledge, skills and quality necessary to perform their duties.
Article 5 the board of directors shall exercise the following functions and powers:
（1） Convene the general meeting of shareholders and report to the general meeting of shareholders;
（2） Implement the resolutions of the general meeting of shareholders;
（3） Decide on the company’s business plan and investment plan;
（4） Formulate the company’s annual financial budget plan and final account plan;
（5） Formulate the company’s profit distribution plan and loss recovery plan;
（6） Formulate plans for the company to increase or reduce its registered capital, issue bonds or other securities and list; （7） To formulate plans for major acquisitions, mergers, divisions, dissolution and repurchases of the company’s shares;
（8） To decide on the company’s external 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;
（9） Decide on the establishment of the company’s internal management organization;
（10） Elect the chairman of the board; Decide on the appointment or dismissal of the general manager and the Secretary of the board of directors 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 and its annexes (including the rules of procedure of the general meeting of shareholders and the rules of procedure of the board of directors);
（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） To review the company’s non affiliated transactions such as the purchase or sale of assets, foreign investment (including entrusted financial management, entrusted loans, investment in subsidiaries, etc.), leased in or leased out assets, debt restructuring, gift or gift of assets, entrusted or entrusted management of assets or business, signing of license agreement, transfer or transfer of research and development projects, etc. that meet the following standards (determined in strict principle):
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 prevail;
2. The net assets involved in the subject matter of the transaction (such as equity) account for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan. If the net assets involved in the transaction have both book value and assessed value, the higher one shall prevail;
3. The relevant operating income of the transaction object in the latest fiscal year accounts for more than 10% of the audited operating income of the company in the latest fiscal year, and the absolute amount exceeds 10 million yuan;
4. The related net profit of the transaction object 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;
5. 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;
6. 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.
For the above transactions (except entrusted financial management) of the company, the above provisions shall apply to the same type of transactions related to the transaction object in accordance with the principle of cumulative calculation within 12 consecutive months.
（17） Review the related party transactions (excluding the company’s donated cash assets) that meet the following standards:
1. Related party transactions with a transaction amount of more than 300000 yuan between the company and related natural persons;
2. The amount of the audited related party transactions with the legal person exceeds RMB 3 million, accounting for more than 5% of the net assets of the company in the latest period.
The following related party transactions occurred within 12 consecutive months of the company shall be subject to the above provisions in accordance with the principle of cumulative calculation:
1. Transactions with the same related party;
2. Transactions with different related parties and the same transaction object.
（18） Determine the financing business whose single or cumulative amount for 12 consecutive months accounts for less than 50% of the latest audited net assets of the company;
（19） Decide on external guarantees (including guarantees for holding subsidiaries within the scope of consolidated statements) and financial assistance that do not meet the approval authority of the general meeting of shareholders specified in the articles of Association;
（20） Other functions and powers granted by laws, regulations or normative documents and the general meeting of shareholders.
The board of directors exercises the above functions and powers by convening a meeting of the board of directors to deliberate and decide, and then implement it after forming a resolution of the board of directors. In accordance with the provisions of the company law and the Listing Rules of Shenzhen Stock Exchange, if the above transactions need to be approved by the general meeting of shareholders of the company, they shall also be submitted to the general meeting of shareholders of the company for deliberation after being deliberated and approved by the board of directors of the company.
Article 6 when exercising its functions and powers, the board of directors shall abide by relevant national laws and regulations, the articles of association and the resolutions of the general meeting of shareholders, and consciously accept the supervision of the board of supervisors of the company. Matters requiring the approval of relevant state departments shall be reported to and implemented after approval.
The board of directors shall determine the authority of external investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management and related party transactions, and establish strict examination and decision-making procedures; Major investment projects shall be reviewed by relevant experts and professionals and reported to the general meeting of shareholders for approval.
Article 7 the board of directors of the company shall establish special committees such as strategy committee, audit committee, nomination committee and remuneration and assessment committee in accordance with the provisions of the standards for the governance of listed companies.
Each special committee is responsible to the board of directors and performs its duties in accordance with the articles of association and the authorization of the board of directors. The members of the special committee are all composed of directors, in which independent directors account for the majority of the audit committee, nomination committee and remuneration and assessment committee, and act as the convener. The convener of the audit committee is an accounting professional. The board of directors is responsible for formulating the working rules of the special committee and standardizing the operation of the special committee.
Article 8 each special committee may hire an intermediary institution to provide professional advice, and the relevant expenses shall be borne by the company.
Article 9 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.
Chapter III directors
Article 10 the directors of the company are natural persons. Directors are not required to hold shares in the company.
Article 11 a person under any of the circumstances specified in Article 98 of the articles of association shall not serve as a director of the company.
Article 12 non employee directors shall be elected or replaced by the general meeting of shareholders, and may be removed by the general meeting of shareholders before the expiration of their term of office. The employee directors shall be democratically elected or replaced by the employees of the company through the employee congress, employee congress or other forms. The term of office of the directors is 3 years. A director may be re elected upon expiration of his term of office.
Article 13 the directors of the company shall act actively and bear the obligations of loyalty and diligence to the company. The directors of the company shall perform the following duties of loyalty and diligence:
(I) treat all shareholders fairly;
(II) protect the safety and integrity of the company’s assets, and shall not use his position to damage the interests of the company for the interests of the actual controller, shareholders, employees, himself or any other third party;
(III) without the consent of the general meeting of shareholders, they shall not seek business opportunities belonging to the company for themselves and their close family members, and shall not operate similar businesses of the company on their own or entrust others;
(IV) keep business secrets, do not disclose major information that has not been disclosed by the company, do not use insider information to obtain improper benefits, and perform the non competition obligation agreed with the company after leaving the company;
(V) ensure sufficient time and energy to participate in the company’s affairs. In principle, they should attend the board of directors in person. If they are unable to attend the board of directors in person for some reason, they should carefully select the trustee, and the authorized matters and decision-making intention should be specific and clear, and they should not be entrusted with full powers;
(VI) prudently judge the risks and benefits that may arise from the matters considered by the board of directors of the company, and express clear opinions on the matters discussed; If the company votes against or abstains from voting at the board of directors, it shall clearly disclose the reasons, basis, improvement suggestions or measures of voting intention;
(VII) carefully read the company’s various business and financial reports and rumors about the company, timely understand and continuously pay attention to the company’s business operation and management status, major events that have occurred or may occur and their impact, timely report the problems existing in the company’s business activities to the board of directors, and shall not shirk responsibility on the grounds of not directly engaging in operation and management or not knowing or familiar with the company;
(VIII) pay attention to whether the company’s interests are occupied by related persons or potential related persons, and report to the board of directors in time and take corresponding measures in case of abnormalities;
(IX) carefully read the company’s financial and accounting reports, and pay attention to whether there are major preparation errors or omissions in the financial and accounting reports, whether the main accounting data and financial indicators fluctuate significantly and whether the explanation of the reasons for the fluctuation is reasonable; If there is any doubt about the financial and accounting report, it shall take the initiative to investigate or request the board of directors to provide the necessary materials or information;
(x) actively promote the standardized operation of the company, urge the company to perform its information disclosure obligations in accordance with laws and regulations, timely correct and report the company’s violations, and support the company to fulfill its social responsibilities;
（11） Other duties of loyalty and diligence required by laws and regulations, other provisions of Shenzhen Stock Exchange and the articles of association.
Article 14 the directors shall exercise the rights conferred by the company carefully, seriously and diligently.
Article 15 no director shall act on behalf of the company or the board of directors in his own name without the provisions of the articles of association or the legal authorization of the board of directors. When a director acts in his own name, if the third party reasonably believes that the director is acting in the name of the company or the board of directors, the director shall declare his position and identity in advance.
Article 16 Where a director 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 for the employment contract), whether the relevant matters need the approval and consent of the board of directors under normal circumstances or not, he shall disclose the nature and extent of his connection to the board of directors as soon as possible.
Directors with the above-mentioned related relationship shall voluntarily withdraw when the board meeting is held; Other informed directors are also obliged to require the related director to withdraw when the related director does not take the initiative to withdraw. After the withdrawal of related directors, the board of directors shall vote on the matter without counting them into the quorum.
The company has the right to cancel the contract, transaction or arrangement unless the affiliated directors have disclosed to the board of directors in accordance with the requirements of the preceding paragraph of this article, and the board of directors has not counted them into the quorum, and the director has not approved the matter at the voting meeting.
Article 17 If the directors of the company notify the board of directors in writing before the company first considers entering into relevant contracts, transactions and arrangements, stating that due to the contents listed in the notice, the contracts, transactions and arrangements reached by the company in the future have an interest relationship with them, within the scope specified in the notice, the relevant directors shall be deemed to have made the disclosure specified in the previous article of this chapter.
Article 18 If a director fails to attend the meeting of the board of directors 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 19 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.
Article 20 if the board of directors of the company is lower than the quorum due to the resignation of a director, the resignation report of the director shall not take effect until the next director fills the vacancy caused by his resignation.
The board of directors shall convene an extraordinary general meeting of shareholders as soon as possible to elect directors and fill the vacancies caused by the resignation of directors. Article 21 when a director resigns or his term of office expires, his obligations to the company and shareholders will not be completely relieved within a reasonable period after his resignation report has not taken effect or takes effect, and within a reasonable period after the end of his term of office. His confidentiality obligations for the company’s business secrets will remain valid after the end of his term of office until the secrets become public information. The duration of other obligations shall be determined in accordance with the principle of fairness, depending on the length of time between the occurrence of the event and departure, as well as the circumstances and conditions under which the relationship with the company ends.
Article 22 a director whose term of office has not ended shall be liable for compensation for the losses of the company caused by his unauthorized resignation.
Chapter IV Chairman
Article 23 the chairman of the Board shall be a director of the company (excluding independent directors). The chairman of the board of directors shall abide by the articles of association and Chapter III of these rules
