Winbo-Dongjian Automotive Technology Co.Ltd(300978)
Rules of procedure of the board of directors
general provisions
Article 1 in order to further standardize the discussion methods and decision-making procedures of the board of directors of Winbo-Dongjian Automotive Technology Co.Ltd(300978) (hereinafter referred to as "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, these rules are formulated in accordance with the company law, the articles of association and other relevant provisions.
Article 2 the board of directors shall set up an office under the board of directors to handle the daily affairs of the board of directors. The board of directors is the permanent body of the company, the decision-making body of the company's operation and management, and the executive body of the resolutions of the general meeting of shareholders. It is responsible for the general meeting of shareholders, safeguarding the interests of the company and all shareholders, taking charge of the decision-making of the company's development objectives and major business activities within the scope of authorization of the articles of association and the general meeting of shareholders, and exercising its functions and powers in accordance with the provisions of the articles of association.
Article 3 the Secretary of the board of directors concurrently serves as the person in charge of the office of the board of directors and keeps the seals of the board of directors and the office of the board of directors. At the same time, the Secretary of the board of directors is responsible for the organization and coordination of the meeting of the board of directors according to the requirements of the board of directors, including arranging the meeting agenda, preparing meeting documents, organizing and arranging the meeting, and drafting the meeting minutes, meeting resolutions and resolution announcements.
Chapter II board of directors
Article 4 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 term of office of a director is three years. Upon expiration of his term of office, he may be re elected. The term of office of the directors shall be calculated from the date of adoption of the resolution of the general meeting of shareholders to the expiration of the term of office of the current board of directors.
Article 5 candidates for directors (excluding independent directors) shall be proposed individually or jointly by the board of directors, the board of supervisors or shareholders accounting for more than 3% of the total common shares of the company. The list of directors shall be submitted to the general meeting of shareholders in the form of proposal.
Article 6 the company shall provide the detailed information of the director candidates before the shareholders' meeting to ensure that the shareholders have enough knowledge of the candidates when voting. The candidates for directors shall make a written commitment before the general meeting of shareholders, agree to accept the nomination, promise that the information of the candidates for directors publicly disclosed is true and complete, and ensure that they can effectively perform their duties as directors after being elected.
Article 7 when the general meeting of shareholders elects two or more directors, the cumulative voting system shall be implemented in accordance with the provisions of the articles of association or the resolutions of the general meeting of shareholders. If the shareholders' meeting elects directors by cumulative voting, the voting of independent directors and non independent directors shall be conducted separately.
Article 8 the company may increase or decrease the members of the board of directors according to the needs of its own business development. However, any change in the members of the board of directors, including increase or decrease in the number of directors, removal or by election of directors, shall be decided by the general meeting of shareholders and shall comply with the provisions of the company law on the number of directors of joint stock companies. When the number of directors is less than the minimum quorum specified in the company law or less than two-thirds of the number specified in the articles of association, the company shall convene a general meeting of shareholders within two months to elect directors by election.
Article 9 the board of supervisors of the company may supervise the performance of directors' duties, and may put forward suggestions on rewards and punishments for directors to the general meeting of shareholders according to the supervision.
Article 10 with the approval of the general meeting of shareholders, the company may purchase liability insurance for directors. Except for the responsibilities caused by the directors' violation of laws and regulations, departmental rules and the articles of association.
Article 11 according to the company law and the articles of association, 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) 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 and other matters;
(IX) decide on the establishment of the company's internal management organization;
(x) appoint or dismiss the general manager and Secretary of the board of directors of the company; According to the nomination of the general manager, 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;
（13） Propose to the general meeting of shareholders to hire or replace the accounting firm audited by the company;
（14） Listen to the work report of the general manager of the company and check the work of the general manager;
（15） Manage the information disclosure of the company;
（16） Other functions and powers granted by laws, administrative regulations, departmental rules or the articles of association.
Article 12 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 review 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 13 the board of directors authorizes the chairman of the board of directors to examine and approve the following matters within its authority:
(I) foreign investment (including entrusted financial management, securities investment, derivatives trading, etc.), purchase, purchase and sale of assets, asset mortgage, lease in or lease out of assets, signing management contracts (including entrusted operation, entrusted operation, etc.), gift or gift of assets, reorganization of creditor's rights and debts, transfer of research and development projects, signing of license agreements Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.)
1. The total assets involved in the transaction shall not exceed 10% of the company's latest audited total assets. If the total assets involved in the transaction have both book value and assessed value, the higher one shall be taken as the calculation data;
2. The relevant operating income of the subject matter of the transaction (such as equity) in the latest fiscal year accounts for no more than 10% of the audited operating income of the company in the latest fiscal year;
3. The net profit related to the subject matter of the transaction (such as equity) in the latest fiscal year accounts for no more than 10% of the audited net profit of the company in the latest fiscal year;
4. The transaction amount (including debts and expenses) of the transaction accounts for no more than 10% of the company's latest audited net assets;
5. The profit generated from the transaction accounts for no more than 10% of the audited net profit of the company in the latest fiscal year. If the data involved in the above index calculation is negative, take its absolute value for calculation.
(II) related party transactions
The following related party transactions between the company and related parties shall be reviewed and approved by the chairman authorized by the board of directors and reported to the board of directors for filing:
1. Connected transactions between the company and connected natural persons with a transaction amount of no more than 300000 yuan;
2. The amount of transactions between the company and related legal persons does not exceed 3 million yuan, or accounts for less than 0.5% of the absolute value of the company's latest audited net assets (excluding this amount).
(III) others
1. Credit: if the company's single or cumulative credit line within one year does not exceed 30% of the company's latest audited total assets, it shall be approved by the chairman; Those who have fulfilled the approval procedures will not be included in the cumulative calculation scope. 2. Loans: the company's single loan amount within one year shall not exceed 300 million yuan, or the cumulative loan amount within one year shall not exceed 40% of the company's latest audited total assets, which shall be approved by the chairman. Those who have fulfilled the approval procedures will not be included in the cumulative calculation scope.
3. If the company signs a major daily operation contract, and the contract amount accounts for less than 50% of the audited main business income or total assets of the company in the latest fiscal year, it shall be approved by the chairman.
4. Provision for asset impairment or write off of assets: if the company's provision for asset impairment or write off of assets accounts for less than 10% (excluding 10%) of the absolute value of the audited net profit of the company in the latest fiscal year, it shall be approved by the chairman of the board.
Article 14 the external guarantee and financial assistance of the company shall be deliberated by the board of directors, except for the matters that must be submitted to the general meeting of shareholders for deliberation. When the board of directors deliberates on external guarantees and financial assistance, it must be deliberated and approved by more than two-thirds of the directors present at the meeting.
Article 15 the company shall not provide funds and other financial assistance to directors, supervisors, senior managers, controlling shareholders, actual controllers and their holding subsidiaries.
Article 16 before the board of directors or the general meeting of shareholders decides that the company shall perform the following procedures: (I) master the credit status of the guaranteed and counter guarantor, and require them to provide relevant materials to be reviewed; The functional departments of the company can review the authenticity and accuracy of the materials they provide as needed, and put forward preliminary opinions after fully analyzing the guarantee risk, which shall be submitted to the general manager's office meeting of the company for review and then submitted to the board of directors for deliberation;
(II) the board of directors shall decide whether to provide guarantee after full discussion according to the relevant materials reviewed and submitted by the general manager's office meeting;
(III) when the board of directors votes on the guarantee provided by the company to related parties, related directors shall withdraw from voting.
Article 17 the board of directors authorizes the chairman to exercise the following functions and powers when the board of directors is not in session:
(I) preside over the general meeting of shareholders and convene and preside over the meeting of the board of directors;
(II) supervise and inspect the implementation of the resolutions of the board of directors;
(III) other functions and powers authorized by the board of directors.
The vice chairman of the company assists the chairman in his work. If the chairman is unable or fails to perform his duties, the vice chairman shall perform his duties; The board of directors authorizes the chairman to approve matters within the scope of authority, and the chairman may authorize the vice chairman in writing to approve on his behalf.
Chapter III proposal of the board meeting
Article 18 the meetings of the board of directors are divided into regular meetings and interim meetings.
Article 19 the board of directors shall hold a regular meeting at least once a year in each of the next two and a half years, which shall be convened by the chairman of the board of directors.
Article 20 before issuing the notice of convening the regular meeting of the board of directors, the office 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.
Article 21 the chairman of the board of directors shall solicit the opinions of the general manager and other senior managers as necessary before drawing up a proposal.
Article 22 shareholders representing more than 1 / 10 of the voting rights, more than 1 / 3 of the directors and 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.
The notice method of the interim board meeting is: by means of communication (telephone, fax, letter) or in writing; The time limit of notice is: five days before the meeting. In case of emergency, if the board of directors needs to be convened immediately, the notice procedure can be exempted and the board of directors can be convened immediately.
If the articles of association or these rules have other special provisions on the convening, notification and chairing of the interim Board of directors, such provisions shall prevail.
Article 23 Where an interim meeting of the board of directors is proposed 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 office 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 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.
After receiving the above written proposals and relevant materials, the office 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.
Article 24 the meeting of the board of directors 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 recommended by more than half of the directors shall convene and preside over the meeting.
Chapter IV notice of board meeting
Article 25 when convening regular and interim meetings of the board of directors, the office of the board of directors shall submit the written meeting notice stamped with the seal of the office of the board of directors to all directors and supervisors, the general manager and the Secretary of the board of directors by direct delivery, fax, e-mail or other means 10 and 5 days in advance. 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 26 the written notice of the meeting shall at least include the following contents:
(I) time, place and duration 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;
(VIII) date of notice.
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 27 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.
Article 28 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.
Chapter V convening of board meeting
Article 29 the meeting of the board of directors shall have more than half
