Rules of procedure of the board of directors
Chapter I General Provisions
Article 1 in order to standardize the discussion contents, methods and procedures of the board of directors of Ciwen Media Co.Ltd(002343) (hereinafter referred to as the “company”), ensure the correct exercise of functions and powers by the board of directors, and continuously improve the scientificity, correctness and compliance of the decisions of the board of directors, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) These rules are formulated in accordance with the securities law of the people’s Republic of China, the governance standards of listed companies, the Listing Rules of Shenzhen Stock Exchange and other relevant laws, regulations, rules and normative documents, as well as the relevant provisions of Ciwen Media Co.Ltd(002343) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the board of directors is the permanent decision-making body of the company, which is responsible for the general meeting of shareholders, exercises its functions and powers within the scope of functions and powers conferred by laws and regulations, the articles of association and the general meeting of shareholders, and protects the legitimate rights and interests of the company and shareholders.
Article 3 the board of directors has an office under the board of directors, which is in the charge of the Secretary of the board of directors and is responsible for handling the daily affairs of the board of directors.
Chapter II notice and sign in of board meeting
Article 4 the meetings of the board of directors are divided into regular meetings and interim meetings. Regular meetings shall be held at least twice a year. It shall be convened by the chairman in accordance with the provisions of the articles of association.
Article 5 to convene a regular board meeting, all directors, supervisors and the general manager shall be notified 10 days before the meeting is held; When convening an interim board meeting, all directors, supervisors and the general manager shall be notified 3 days before the meeting. In case of emergency, the convening of an interim meeting of the board of directors may not be subject to the time limit of the above-mentioned meeting notice, but the convener shall make an explanation at the meeting.
The notice of the board of directors shall be given in the following form:
(I) regular meetings shall be notified in writing, which includes mail, registered mail, fax, telegram, e-mail and other means sent by special personnel;
(II) in principle, the temporary meeting shall be notified in writing. If the time is urgent, it can be notified by telephone or other oral means.
The written notice of the board meeting shall include the following contents:
(I) date and place of the meeting;
(II) duration of the meeting;
(III) reasons and topics;
(IV) date of notice.
The oral notice of the meeting of the board of directors shall at least include the contents of items (I) and (II) above, as well as the description of the urgent need to convene an interim meeting of the board of directors as soon as possible.
If the meeting materials are sent later than the notice, the company shall give the directors enough time to familiarize themselves with the relevant materials.
Article 6 the voting of resolutions of the board of directors shall be one person, one vote.
Article 7 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 3 days before the original date of the meeting to explain the situation and the relevant contents and materials of the new proposal. If it is less than 3 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 8 shareholders representing more than 1 / 10 of the voting rights, more than 1 / 3 of the directors or the board of supervisors may propose to convene an interim meeting of the board of directors. 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. After receiving the notice of the meeting, each person who should attend the meeting shall inform the Secretary of the board of directors whether to attend the meeting as soon as possible.
Article 9 If a director is unable to attend the meeting for some reason, he may entrust other directors to attend and vote on his behalf. The entrustment must be made in writing. The power of attorney shall specify the name, agency matters, scope of authorization and validity period of the agent, 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 10 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 11 a sign in system shall be implemented for the meeting of the board of directors. All personnel participating in the meeting must sign in in person and cannot be signed by others. The meeting attendance book and other written materials of the meeting shall be filed and kept together.
Article 12 in principle, the meeting of the board of directors shall be held in the form of on-site meeting. On the premise of ensuring the full expression of opinions and smooth communication of directors, teleconference, video conference and other methods can be adopted. For the proposal that needs to be considered and approved by the resolution of the board of directors, but the communication and discussion between directors is not necessary, it can be carried out by means of written transmission and signature, but the transmission and signature documents and relevant materials need to be delivered to all directors.
Chapter III proposals of the board meeting
Article 13 the company’s directors, supervisors, general manager and other proposals that need to be submitted to the board of directors for research, discussion and resolution shall be submitted to the Secretary of the board of directors in advance for collection, classification and sorting, and then submitted to the chairman of the board of directors for review, and the chairman of the board of directors shall decide whether to include them in the agenda.
All proposals that meet the conditions specified in Article 14 of these Rules shall be included in the agenda; For proposals not included in the agenda, the chairman shall explain the reasons to the proposer in writing. The proposer has the right to report to the relevant regulatory authorities on the chairman’s refusal to include the proposal in the agenda without justified reasons.
The contents of the proposal shall be delivered to all directors and relevant persons who need to attend the meeting as nonvoting delegates together with the notice of the meeting.
Article 14 the proposal of the board of directors shall meet the following conditions:
(I) the content of the proposal does not conflict with the provisions of laws, regulations, normative documents and the articles of association, and belongs to the business scope of the company and the responsibilities of the board of directors;
(II) the proposal is in line with the interests of the company and shareholders;
(III) the proposal has clear topics and specific matters;
(IV) the proposal shall be submitted in writing.
Chapter IV resolutions and proceedings of the board of directors
Article 15 a 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. Where there are other provisions in laws, administrative regulations and the articles of association, such provisions shall prevail. 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.
Article 16 the meeting of the board of directors shall be presided over by the chairman. If the chairman is unable to preside over the meeting for some reason, a director jointly recommended by more than 1 / 2 of the directors shall be responsible for convening and presiding over the meeting of the board of directors.
Article 17 the meeting of the board of directors shall give full play to the democracy of deliberation, respect the opinions of each director, and allow directors to retain their personal different opinions when making decisions. Directors with different opinions or dissenting opinions shall obey and implement the legal and effective decisions made by the board of directors in accordance with applicable laws, administrative regulations, rules, the articles of association and these rules, and shall not conflict with or act according to their own wishes in the implementation of the decisions. Otherwise, the board of directors may request the general meeting of shareholders to remove their directors.
Article 18 for each topic discussed by the board of directors, the proposer or a designated Director must make a speech at the theme center, explaining the main contents, reasons and leading opinions of the proposal.
Article 19 Unless unanimously agreed by all directors attending 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 20 when the board of directors deliberates and votes on connected transactions, the withdrawal and voting procedures of connected directors are as follows:
(I) if a matter considered by the board of directors is related to a director, the related director shall disclose his related relationship to the board of directors of the company before the meeting of the board of directors;
(II) when the board of directors deliberates on related party transactions, the chairman of the meeting clearly declares the relationship between the related directors and the related party transactions, and declares that the related directors withdraw, and the non related directors will deliberate and vote on the related party transactions;
(III) the resolution of the board of directors on related matters shall be adopted by more than half of all non related directors; If the number of unrelated directors attending the board of directors is less than 3, the matter shall be submitted to the general meeting of shareholders for deliberation;
(IV) if the related directors fail to disclose or withdraw the related information on the related matters according to the above procedures, the board of directors has the right to revoke all resolutions on the related transactions.
Article 21 except for the supervisors, general manager and other senior managers who should attend the meeting of the board of directors as nonvoting delegates in accordance with the company law, other nonvoting delegates shall only attend the meeting when discussing relevant topics and shall withdraw at other times.
All attendees have the right to speak, but not to vote. Before making a decision, the board of directors shall fully listen to the opinions of non voting participants.
Article 22 one person, one vote shall be adopted for the voting of resolutions of the board of directors.
The voting method of the regular meeting of the board of directors is: open ballot. The interim meeting of the board of directors can be held in writing, teleconference, video conference and other forms on the premise of ensuring that the directors can fully express their opinions.
Article 23 the board of directors shall make a resolution in writing on each proposal put on the agenda.
Article 24 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 25 If more than 1 / 2 of the directors present or two or more independent directors 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 26 the directors shall be responsible for the resolutions of the board of directors. If the resolution of the board of directors violates laws, administrative regulations or the articles of association or the resolution of the general meeting of shareholders, 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 27 the meeting of the board of directors shall be recorded by the Secretary of the board of directors. If the Secretary of the board of directors cannot record normally for some reason, the Secretary of the board of directors shall appoint a recorder to record. The Secretary of the board of directors shall inform the recorder in detail of the requirements for recording and the confidentiality obligations to be performed. The directors, the Secretary of the board of directors and the recorder attending the meeting shall sign the minutes. If the directors have different opinions on the minutes of the meeting, they may attach an explanation when signing. At the same time, the company can record the meeting of the board of directors by means of audio recording and video recording.
Article 28 the minutes of the meeting of the board of directors shall include the following contents:
(I) the date and place of the meeting and the name of the convener;
(II) the names of the directors present and the directors (agents) entrusted to attend the board of directors;
(III) agenda of the meeting;
(IV) the main points of the directors’ speech, and the directors have the right to require an explanatory record of their speech at the meeting on the record;
(V) voting method and result of each resolution (the voting result shall indicate the number of votes for, against or abstention).
Chapter V post meeting matters
Article 29 The attendance book, power of attorney, records, resolutions and other written materials shall be kept by the Secretary of the board of directors. The shelf life is 10 years.
Article 30 the Secretary of the board of directors shall be responsible for reporting the meeting minutes, resolutions and other relevant materials to the relevant regulatory authorities after the meeting. In addition to the above matters, the Secretary of the board of directors shall also be responsible for handling the information disclosure on the designated media.
Article 31 before the decisions of the board of directors are disclosed through normal channels, all personnel participating in the meeting shall not disclose secrets in any way, let alone seek personal interests. If the above acts occur, the parties shall bear all the consequences and be investigated for legal responsibility according to the circumstances.
Chapter VI supplementary provisions
Article 32 the terms “above” and “within” in these rules include this number; “Guo” does not include this number.
Article 33 If the provisions of these rules are inconsistent with the articles of association, the articles of association shall prevail. Matters not covered in these Rules shall be implemented in accordance with relevant laws and regulations and the articles of association.
Article 34 the power of interpretation of these rules belongs to the board of directors.
Article 35 these Rules shall come into force and come into force on the date of deliberation and adoption by the general meeting of shareholders.
Ciwen Media Co.Ltd(002343) may 2022
