Stock abbreviation: Offshore Oil Engineering Co.Ltd(600583) Stock Code: Offshore Oil Engineering Co.Ltd(600583)
Rules of procedure of the board of directors
On September 24, 2002, the first extraordinary general meeting of the company in 2002 deliberated and approved the amendment and implemented it. On December 25, 2006, the first extraordinary general meeting of the company in 2006 approved the amendment. On August 27, 2007, the first extraordinary general meeting of the company in 2007 approved the amendment. On March 31, 2008, the amendment was approved by the 2007 annual general meeting of the company on April 20, 2011 On November 2, the company’s 2010 annual general meeting approved the amendment. On November 17, 2017, the company’s 2017 second extraordinary general meeting approved the amendment. On May 18, 2020, the company’s 2019 annual general meeting approved the amendment. On May 20, 2002, the company’s 2021 annual general meeting approved the amendment
Article 1 Purpose
In order to further standardize the discussion methods and decision-making procedures of the board of directors of Offshore Oil Engineering Co.Ltd(600583) (hereinafter referred to as “the company” and “the company”), promote the directors and the board of directors to effectively perform their duties and improve the standard operation and scientific decision-making level of the board of directors, according to the company law, the securities law and the code for governance of listed companies These rules are formulated in accordance with the relevant provisions of the Listing Rules of Shanghai Stock Exchange and the Offshore Oil Engineering Co.Ltd(600583) articles of Association (hereinafter referred to as the articles of association).
Article 2 functions and powers of the board of directors
In addition to the functions and powers of the board of directors stipulated in the articles of association, the board of directors also exercises the following functions and powers: (I) formulate the company’s strategy and development plan;
(II) formulate the remuneration standards for directors and supervisors and submit them to the general meeting of shareholders for approval;
(III) formulate the company’s major income distribution plan, including the company’s payroll budget and liquidation plan, and approve the company’s employee income distribution plan;
(IV) draw up the investment plan of the company’s raised funds and submit it to the general meeting of shareholders for approval;
(V) unless otherwise provided by laws, regulations, the articles of association and these rules of procedure, review and approve the transactions (except providing guarantee and receiving cash assets) specified in Article 9.1 of the stock listing rules of Shanghai stock exchange that meet one of the following standards; 1. The total assets involved in the transaction (if there are both book value and evaluation value, whichever is higher) are less than 50% of the company’s total assets audited in the latest period;
2. The transaction amount of the transaction (including the debts and expenses undertaken) is less than 50% of the company’s latest audited net assets;
3. The profit generated from the transaction is less than 50% of the audited net profit of the company in the latest fiscal year;
4. The main business income related to the transaction object (such as equity) in the latest fiscal year is less than 50% of the audited main business income of the company in the latest fiscal year;
5. The net profit related to the subject matter of the transaction (such as equity) in the latest fiscal year is less than 50% of the audited net profit of the company in the latest fiscal year.
If the data involved in the above indicators is negative, take the absolute value for calculation;
(VI) review and approve the related party transactions between the company and related parties with a transaction amount of less than 30 million yuan or accounting for less than 5% of the absolute value of the company’s latest audited net assets (except for the guarantee provided by the company and cash assets donated by the company);
(VII) review and approve a single loan with an amount of more than 10% (including 10%) of the company’s latest audited net assets. If the amount of a single loan does not reach 10% of the company’s latest audited net assets, but the total amount of loans in the current year reaches 25% of the company’s latest audited net assets (but does not reach 40% of the company’s latest audited net assets), it shall also be submitted to the board of directors for approval. Where there are other provisions in national laws and regulations, such provisions shall prevail;
(VIII) review and approve other external guarantees other than those approved by the general meeting of shareholders of the company;
(IX) review the matters that the company purchases and sells major assets within one year that are less than 30% of the company’s latest audited total assets;
(x) approve the basic system of internal audit, determine the person in charge of the company’s internal audit organization, establish a mechanism for the audit department to be responsible to the board of directors, and approve the annual audit plan and important audit reports according to law;
（11） Decide to establish a corresponding working body of the board of directors;
（12） The board of directors shall promote the improvement of the company’s risk management system, internal control system, compliance management system and accountability system for illegal operation and investment, decide on major matters in the above aspects, formulate major accounting policies and accounting estimation change plans of the company, reasonably determine the upper limit of asset liability ratio, effectively identify, judge and promote the prevention and resolution of major risks, And conduct overall monitoring and evaluation of relevant systems and their effective implementation.
When the board of directors appoints the company’s management personnel, the party organization shall deliberate and put forward opinions and suggestions on the candidates nominated by the board of directors or the president, or recommend the nominated candidates to the board of directors and the president.
When the board of directors decides on major issues such as the reform and development direction, main objectives and tasks and key work arrangements of the company, it shall listen to the opinions of the party organization in advance.
Article 3 functions and powers of the chairman
In addition to the functions and powers of the chairman specified in the articles of association, the chairman also exercises the following functions and powers: (I) timely negotiate and communicate with the shareholders, directors, President and other senior managers of the company on Relevant Issues in the process of production and operation of the company;
(II) attend the president’s office meeting as nonvoting delegates when necessary;
(III) learn about the relevant situation and put forward relevant topics from the working organizations such as the Committee under the board of directors of the company;
(IV) examine and approve the annual economic responsibility system, the company’s internal reform plan and the management organization setting plan;
(V) exercise the powers granted by the board of directors of the company in accordance with the measures for the administration of authorization by the board of directors of the company and the list of authorized decision-making matters by the board of directors of the company;
(VI) organize and carry out strategic research, and preside over and hold at least one strategic discussion or evaluation meeting attended by members of the board of directors and management every year;
(VII) determine the regular meeting plan of the annual board of directors, including the number of meetings, meeting time, etc. Decide to convene an interim meeting of the board of directors when necessary;
(VIII) organize the formulation of the company’s plans for profit distribution, making up losses, increasing or decreasing registered capital and issuing corporate bonds, the company’s merger, division, restructuring, dissolution, bankruptcy or change of corporate form, as well as other plans authorized by the board of directors, and submit them to the board of directors for discussion and voting;
(IX) organize the drafting of the annual work report of the board of directors and report the annual work to the general meeting of shareholders on behalf of the board of directors;
(x) be in charge of internal audit and be the first person responsible for internal audit. Be responsible for organizing the formulation of the company’s annual audit plan, reviewing important audit reports and submitting them to the board of directors for deliberation and approval; Decide on the appointment or dismissal and their remuneration; Put forward the establishment plan or adjustment suggestions and candidate suggestions of each special committee, and submit them to the board of directors for discussion and voting;
（12） Determine the agenda of the board meeting, preliminarily review the relevant proposals to be submitted to the board for discussion, and decide whether to submit them to the board for discussion;
（13） Organize the formulation and revision of the basic management system of the enterprise and the rules and regulations for the operation of the board of directors, and submit them to the board of directors for discussion and voting.
Article 4 work support organization of the board of directors
The company sets up a work support organization for the board of directors to handle the daily affairs of the board of directors and keep the seal of the board of directors.
Article 5 special committees of the board of directors
According to its own characteristics and actual work needs, the company has established special committees such as salary and assessment committee, strategy committee, nomination committee and audit committee under the board of directors.
The main responsibilities of the remuneration and assessment committee are to study the assessment standards of the company’s directors and senior managers, assess and make suggestions, and study and review the remuneration policies and schemes of the company’s directors and senior managers.
The remuneration and assessment committee is composed of three directors elected by the board of directors, of which two should be independent directors, and one independent director acts as the convener.
The main responsibility of the strategy committee is to study and make suggestions on the company’s long-term development strategy and major investment decisions.
The strategy committee is composed of three directors elected by the board of directors, and the chairman is the ex officio member and convener.
The main responsibility of the nomination committee is to select and make recommendations on the candidates, selection criteria and procedures of directors and senior executives of the company.
The nomination committee is composed of three directors elected by the board of directors, of which independent directors account for the majority, and there is one convener, which is served by an independent director designated by the board of directors.
The audit committee is mainly responsible for the communication, supervision and verification of internal and external audit of the company. The audit committee is composed of three directors elected by the board of directors, including two independent directors. At least one independent director among the members is a professional accountant.
The remuneration and assessment committee, strategy committee, nomination committee and audit committee are permanent institutions established by the board of directors and are responsible to the board of directors. Their proposals shall be submitted to the board of directors for review and decision as a reference for the decision-making of the board of directors.
The company will separately formulate the rules of procedure of the remuneration and assessment committee, strategy committee, nomination committee and audit committee to standardize their discussion methods.
Article 6 regular meetings
The meetings of the board of directors are divided into regular meetings and interim meetings.
The board of directors shall hold a regular meeting at least once a year in the previous two and a half years. Article 7 proposal of regular meeting
Before issuing the notice of convening the regular meeting of the board of directors, the opinions of all directors shall be fully solicited, and the meeting proposal shall be preliminarily formed and submitted to the chairman for formulation.
The chairman of the board of directors shall solicit the opinions of the president and other senior managers as necessary before formulating a proposal.
Article 8 interim meeting
Under any of the following circumstances, the board of directors shall convene an interim meeting:
(I) shareholders representing more than one tenth of the voting rights propose;
(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 president;
(VII) when required by the securities regulatory authority;
(VIII) other circumstances stipulated in the articles of association of the company.
Article 9 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 to the chairman through the work support organization of the board of directors or directly. The written proposal shall specify 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 fall within the scope of the board of directors’ functions and powers specified in the articles of association of the company, and the materials related to the proposal shall be submitted together.
After receiving the above written proposals and relevant materials, the work support organization of the board of directors shall transmit them to the chairman of the board of directors on the same day. 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.
The chairman of the board of directors shall convene and preside over the meeting of the board of directors within 10 days after receiving the proposal or the request of the securities regulatory authority.
Article 10 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, a director jointly elected by more than half of the directors shall convene and preside over the meeting.
Article 11 notice of meeting
When convening regular and interim meetings of the board of directors, the written notice of the meeting with the seal of the board of directors shall be submitted to all directors and supervisors, the president and the Secretary of the board of directors by direct delivery, fax, e-mail or other means 10 and 5 days in advance respectively. If it is not delivered directly, it shall also be confirmed by telephone and recorded accordingly.
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 at any time, but the convener shall make an explanation at the meeting. Article 12 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.
The notice of oral meeting shall at least include the contents of items (I) and (II) above, as well as the statement that it is urgent to convene an interim meeting of the board of directors as soon as possible.
Article 13 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 14 convening of the meeting
The meeting of the board of directors shall be held only when more than half of the directors are present. When the relevant directors refuse to attend or are lazy to attend the meeting, resulting in failure to meet the minimum number of people required for the meeting, the chairman and the Secretary of the board of directors shall report to the regulatory authority in time.
Supervisors may attend the meetings of the board of directors as nonvoting delegates; If the president 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 15 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 on the attendance book of the meeting.
Article 16 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 directors
