Bohai Leasing Co.Ltd(000415) rules of procedure of the board of directors
(reviewed and approved by the 2021 annual general meeting of shareholders held on May 20, 2022)
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure of Bohai Leasing Co.Ltd(000415) (hereinafter referred to as “the company”), promote the standardized operation of the company, improve the work efficiency of the board of directors and ensure the legitimacy and scientificity of the decisions made by the board of directors, in accordance with the company law of the people’s Republic of China, the standards for the governance of listed companies, the rules for independent directors of listed companies and other laws These rules are formulated in accordance with the provisions of laws and regulations and Bohai Leasing Co.Ltd(000415) articles of Association (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company.
Article 2 the board of directors of the company shall be responsible to the general meeting of shareholders and exercise the functions and powers conferred by laws, regulations, the articles of association and the general meeting of shareholders.
Chapter II composition and powers of the board of directors
Article 3 the company has a board of directors, which is responsible for the general meeting of shareholders.
Article 4 the board of Directors consists of nine directors, with three independent directors, one chairman and two vice chairmen.
Article 5 the directors of the company are natural persons. Directors are not required to hold shares in the company.
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) the general meeting of shareholders authorizes the board of directors to exercise decision-making power on the following matters:
1. The purchase or sale of assets whose transaction amount does not exceed 30% of the company’s audited net assets in the latest period;
2. The company’s external investment (including entrusted financial management, entrusted loans, investment in subsidiaries, etc.) with the transaction amount not exceeding 30% of the company’s latest audited net assets;
3. Securities investment in which the cumulative total amount of securities investment within 12 consecutive months does not exceed 30% of the company’s latest audited net assets;
4. Corporate financing with single amount not exceeding 30% of the company’s latest audited net assets (excluding equity financing);
5. Mortgage or pledge of the company’s assets whose single amount does not exceed 30% of the company’s latest audited net assets;
6. External guarantee matters (except the external guarantee matters that must be deliberated and approved by the general meeting of shareholders according to relevant laws, regulations and securities regulatory authorities);
7. Connected transactions with connected natural persons with a transaction amount of more than 300000 yuan; Related party transactions with related legal persons with a transaction amount 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.
For the same trading partner, the cumulative transaction amount within the year does not exceed 30 million yuan, and accounts for less than 5% of the company’s latest audited net asset value.
During the year, the decision-making amount of the company’s board of directors on the above matters has reached 30% of the company’s total audited assets in the latest period. If the above matters occur again, they shall be submitted to the general meeting of shareholders of the company for deliberation.
(IX) 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;
(x) decide on the establishment of the company’s internal management organization;
（11） Decide on the appointment or dismissal of the company’s manager (CEO) and Secretary of the board of directors, and decide on their remuneration, rewards and punishments; According to the nomination of the manager (CEO), decide to appoint or dismiss the company’s deputy manager, chief financial officer and other senior managers, and decide on their remuneration, rewards and punishments;
（12） Formulate the basic management system of the company;
（13） Formulate the amendment plan of the articles of Association;
（14） Manage the information disclosure of the company;
（15） Propose to the general meeting of shareholders to hire or replace the accounting firm audited by the company; （16） Listen to the work report of the company’s manager (CEO) and check the work of the manager (CEO);
（17） Other functions and powers granted by laws, administrative regulations, departmental rules or the articles of association.
Matters beyond the scope authorized by the general meeting of shareholders and matters that should be decided by the general meeting of shareholders according to laws, administrative regulations, departmental rules or the articles of association shall be submitted to the general meeting of shareholders for deliberation.
Article 7 the chairman shall exercise the following functions and powers:
（1） Preside over the general meeting of shareholders and convene and preside over the meeting of the board of directors;
（2） Supervise and inspect the implementation of the resolutions of the board of directors;
（3） Other functions and powers authorized by the board of directors.
Article 8 the vice chairman of the company shall assist the chairman in his work. If the chairman is unable or fails to perform his duties, the vice chairman shall perform his duties (if the company has two vice chairmen, the vice chairman jointly elected by more than half of the directors shall perform his duties); If the vice 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 9 the company may increase or decrease the members of the board of directors according to the needs of its own business development, but any change in the members of the board of directors, including increasing or reducing the number of directors, removing or by electing directors, shall be decided by the general meeting of shareholders.
Chapter III convening of the meeting
Article 10 the board of directors shall hold at least two meetings each year, which shall be convened by the chairman of the board of directors, and all directors and supervisors shall be notified in writing 10 days before the meeting is held.
Article 11 under any of the following circumstances, the chairman of the board of directors shall convene an interim meeting of the board of directors within 10 working days:
（1） Shareholders representing more than one tenth of the voting rights propose;
（2） When more than one-third of the directors jointly propose;
（3） When proposed by the board of supervisors.
Article 12 the notice of the board of directors convening an interim meeting of the board of directors shall be sent by special person, e-mail (including e-mail), fax and telephone; The time limit for notification is three days before the meeting.
Article 13 the meeting of the board of directors shall be presided over by the chairman. If the chairman is unable or fails to perform his duties, the vice chairman shall preside over the meeting of the board of directors (if the company has two vice chairmen, the vice chairman jointly elected by more than half of the directors shall 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 preside over the meeting. Article 14 the notice of the meeting shall be prepared by the Secretary of the board of directors according to the topics of the meeting, and shall be delivered to the directors and other participants after being approved by the chairman of the board of directors.
Article 15 the notice of the board meeting shall include the following contents:
（1） Date and place of the meeting;
（2） Duration of the meeting;
（3） Causes and topics;
（4） Date of notification.
Article 16 the meeting materials of the board of directors shall be delivered three days before the meeting.
However, if the meeting materials cannot be delivered for special reasons, it shall make an explanation and ensure that the directors and other participants have a reasonable time to review the meeting materials before the meeting.
Article 17 all proposals that need to be submitted to the board of directors for deliberation shall be collected by the Secretary of the board of directors, submitted to the board of directors and voted on.
Article 18 If the directors add any proposal to the meeting, they shall submit the proposal for consideration to the office of the board of directors three days before the meeting, and the Secretary of the board of directors shall be responsible for submitting it to the board of directors.
The interim meeting will only vote on the matters listed in the notice, and the meeting materials shall be delivered together with the meeting notice.
Article 19 supervisors, managers (CEO) and other senior managers of the company may attend the meetings of the board of directors as nonvoting delegates.
Article 20 the meeting of the board of directors shall be attended by directors in person. If a director is unable to attend for some reason, he may entrust other directors in writing to attend on his behalf. The power of attorney shall specify the name of the agent, the agency matters, 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.
Article 21 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 22 directors and other participants attending the meeting of the board of directors shall properly keep the meeting documents. Before the contents of relevant resolutions of the meeting are officially disclosed to the public, all participants shall bear the responsibility and obligation of confidentiality for the meeting documents and all contents considered at the meeting.
Chapter IV discussion and voting
Article 23 the meeting of the board of directors shall be held only when more than half of the directors are present. A resolution made by the board of directors must be adopted by more than half of all directors.
The voting of resolutions of the board of directors shall be one person, one vote.
Article 24 when the board of directors convenes a meeting, the chairman of the board or the chairman of the meeting shall announce the meeting and preside over the meeting according to the agenda of the meeting.
Article 25 the chairman of the board or the chairman of the meeting shall have the right to decide the discussion time of each proposal, whether to stop the discussion, whether to proceed with the next proposal, etc. The chairman or the presiding officer of the meeting shall preside over the meeting carefully, fully listen to the opinions of the directors, control the process of the meeting, and improve the efficiency of discussion and the scientificity of decision-making.
Article 26 according to the agenda of the meeting, the board of directors may call other personnel related to the meeting proposals to the meeting to introduce relevant information or listen to relevant opinions. The supervisors, managers (CEO) and other senior managers of the company who attend the board of directors as nonvoting delegates can fully express their own suggestions and opinions on the matters discussed by the board of directors for reference when making decisions, but they have no voting rights.
Article 27 after the meeting of the board of directors is held, the directors attending the meeting shall discuss the relevant proposals submitted to them by the board of directors in a serious and responsible manner, vote on the relevant proposals, and be responsible for their own voting.
Article 28 on the premise that the directors can fully express their opinions, the interim meeting of the board of directors can vote and make resolutions by fax or e-mail (including e-mail), which shall be signed by the participating directors.
Article 29 If a director is associated with the enterprise involved in the resolution of the board of directors, he shall not exercise the voting right on the resolution, nor shall he exercise the voting right on behalf of other directors. The meeting of the board of directors 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 for deliberation.
Article 30 the resolutions of the board of directors shall be voted by open ballot. The directors present at the meeting shall have clear voting opinions of consent, opposition or abstention on all proposals considered at the meeting. Article 31 the Secretary of the board of directors shall attend every meeting of the board of directors. If the Secretary of the board of directors is unable to attend the meeting of the board of directors for special reasons, more than half of the directors shall jointly elect a director to the meeting to act as the Secretary of the board of directors before the meeting. In this case, the director temporarily acting as the Secretary of the board of directors is not a part-time director. If a certain act needs to be done by the director and the Secretary of the board of directors respectively, his voting rights can be done separately.
Article 32 Where a director concurrently serves as the Secretary of the board of directors, if a certain act needs to be done by the director and the Secretary of the board of directors respectively, the concurrently serving director and the Secretary of the board of directors shall not act in a dual capacity. Article 33 the convening procedures, voting methods and the contents of the resolutions of the board of directors shall comply with the provisions of laws, regulations, the articles of association and these rules.
Chapter V meeting resolutions and minutes
Article 34 the meeting of the board of directors shall vote on the proposals one by one, and the format of the voting votes on the proposals shall be uniformly prepared by the office of the board of directors.
Article 35 the resolution formed at the meeting of the board of directors shall be recorded in writing. The directors attending the meeting shall sign the written document of the resolution. The written document of the resolution shall be kept by the office of the board of directors as the company’s archives for a period of ten years.
Article 36 the resolution of the board of directors shall include the following contents:
（1） The time and place of the meeting and the name of the convener (Moderator);
（2） The number of directors to be present, the number of directors actually present, the number of authorized directors and the number of directors absent at the meeting;
（3） Explain the relevant procedures of the meeting and the legitimacy and validity of the resolutions of the meeting;
（4） Explain the contents of the proposals considered and voted at the meeting;
（5） If there is any proposal to be submitted to the general meeting of shareholders for deliberation, it shall be explained separately;
（6） Other matters that should be explained and recorded in the resolution.
Article 37 the directors shall sign the resolutions of the board of directors and be responsible for the resolutions of the board of directors. If the resolution of the board of directors violates laws, regulations or the articles of association, resulting in losses to the company, the directors participating in the resolution shall be liable for compensation to the company. However, if it is proved that he has expressed objection during voting and recorded it in the minutes of the meeting, the director may be exempted from liability.
Article 38 the meeting of the board of directors shall be recorded, and the directors attending the meeting and the recorder shall sign the meeting minutes. The directors present at the meeting have the right to require an explanatory record of their speeches at the meeting on the record.
The minutes of the meeting of the board of directors shall be kept by the Secretary of the board of directors as the company’s archives. The retention period of the minutes of the board meeting is ten years.
Article 39 the minutes of the board of directors shall include the following contents:
（1） The date and place of the meeting and the name of the convener;
（2） The names of the directors present and the names of the directors (agents) entrusted to attend the board of directors;
（3） Agenda of the meeting;
（4） Key points of directors’ speech;
（5） Voting method and result of each resolution (the voting result shall indicate the number of votes in favor, against or abstaining).
Chapter VI post meeting matters
Article 40 after the resolution of the board of directors is formed, the board of directors of the company shall timely implement the resolution in accordance with relevant national laws, regulations and relevant provisions of the securities regulatory authorities
