Rules of procedure of the board of directors
Chapter I General Provisions
Article 1 in order to further standardize the discussion methods and decision-making procedures of the board of directors of Sirio Pharma Co.Ltd(300791) (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 securities law, the guidelines for the governance of listed companies and other relevant provisions.
Article 2 the board of directors shall conscientiously perform its duties stipulated in relevant laws, regulations and the articles of association, ensure that the company complies with the provisions of laws, regulations and the articles of association, treat all shareholders fairly, and pay attention to the interests of other stakeholders.
Chapter II organizational structure of the board of directors
Article 3 the company shall have a secretary of the board of directors, who shall be appointed by the board of directors. The Secretary of the board of directors is responsible for the preparation of the general meeting of shareholders and the meeting of the board of directors, the custody of documents, the management of shareholders’ information, and the handling of information disclosure. The Secretary of the board of directors is the senior management of the company and is responsible to the board of directors.
Article 4 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 Secretary of the board of directors also serves as the head 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. Chapter III proposal of the board meeting
Article 5 the meetings of the board of directors are divided into regular meetings and interim meetings.
Article 6 the board of directors shall hold meetings at least twice a year.
Article 7 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 general manager;
(VII) when required by the securities regulatory authority;
(VIII) other circumstances stipulated in the articles of association.
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 8 Where an interim meeting of the board of directors is proposed in accordance with Article 7, 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 9 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, a director jointly elected by more than half of the directors shall convene and preside over the meeting.
Chapter IV notice of board meeting
Article 10 when convening regular and interim meetings of the board of directors, the office of the board of directors shall submit the notice of the meeting to all directors and supervisors, the general manager and the Secretary of the board of directors by direct delivery, fax, e-mail, wechat or other means 10 and 3 days in advance. If it is not delivered directly, it shall also be confirmed by telephone and recorded accordingly.
Article 11 in case of emergency and 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 the notice of the meeting shall at least include the following contents:
(I) date, place and duration of the meeting;
(II) matters to be considered (meeting proposal) and reasons;
(III) 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 13 after the 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 proposal of the meeting, the notice of change shall be issued three 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 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 14 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 15 the meeting of the board of directors shall be held only when more than half of the directors are present.
Supervisors may attend the meetings of the board of directors as nonvoting delegates; If the general manager 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 16 in principle, directors shall attend the meeting of the board of directors 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. Directors’ responsibilities for voting matters shall not be exempted by entrusting other directors to attend. 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.
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. 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 17 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) 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. Directors entrusted by other directors attended the meeting on their behalf.
(IV) 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.
Article 18 the meeting of the board of directors can be held on site. On the premise of ensuring the directors to fully express their opinions, it can also be held by video, telephone, fax or e-mail voting.
The meeting of the board of directors can also be held at the same time as other methods.
If the board meeting is held off-site, the number of directors attending the meeting shall be calculated by video showing the directors present, the directors who express their opinions in the teleconference, the effective voting votes actually received by fax or e-mail within the specified time limit, or the written confirmation letter submitted by the directors who have participated in the meeting afterwards. During communication voting, the directors shall fax or email their written opinions and voting intentions on the matters under consideration to the board of directors after signing for confirmation. The board of directors shall count the voting results accordingly and form a resolution of the board of directors meeting. If a director fails to submit the voting results within the period specified in the meeting notice, he shall be deemed to have abstained. The chairman of the meeting shall request the directors attending the board meeting to express clear opinions on various proposals. For proposals that require prior approval of independent directors according to regulations, the meeting host shall designate an independent director to read out the written approval opinions reached by independent directors before discussing relevant proposals.
Article 19 the chairman of the meeting shall request the directors attending the board meeting to express clear opinions on various proposals.
For proposals that require prior approval of independent directors according to regulations, the meeting host shall designate an independent director to read out the written approval opinions reached by independent directors before discussing relevant proposals.
Article 20 If a director obstructs the normal progress of the meeting or affects the speeches of other directors, the chairman of the meeting shall stop it in time.
Article 21 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 22 the directors shall carefully read the relevant meeting materials and express their opinions independently and prudently on the basis of full understanding of the situation.
Article 23 before the meeting, the directors may obtain the information required for decision-making from the office of the board of directors, the convener of the meeting, the general manager and other senior managers, various special committees, accounting firms, law firms and other relevant personnel and institutions, or suggest to the host that the representatives of the above-mentioned personnel and institutions be invited to attend the meeting to explain the relevant situation.
Chapter VI voting and resolution of board meeting
Article 24 after full discussion of each proposal, the chairman shall timely submit it to the directors attending the meeting for voting.
Article 25 voting at the meeting shall be conducted in the form of one person, one vote, name counting and writing.
Article 26 the voting intentions of directors are divided into affirmative, negative and abstention. The directors attending the meeting shall choose one of the above intentions. If they fail to choose or choose more than two intentions at the same time, the chairman of the meeting shall require the relevant directors to choose again. If they refuse to choose, they shall be deemed to have abstained; Those who leave the venue halfway and do not return without making a choice shall be deemed to have abstained.
Article 27 after the voting of the directors attending the meeting is completed, the securities affairs representative and the relevant staff of the board office shall timely collect the voting votes of the directors and submit them to the Secretary of the board of directors for statistics under the supervision of a supervisor or independent director.
If a meeting is held on site, the host of the meeting shall announce the statistical results on the spot; In other cases, the chairman of the meeting shall require the Secretary of the board of directors to notify the directors of the voting results before the next working day after the end of the specified voting time limit.
If a director votes after the chairman of the meeting announces the voting results or after the specified voting time limit expires, the voting situation shall not be counted.
Article 28 when the board of directors deliberates and adopts the meeting proposal and forms relevant resolutions, more than half of all directors of the company must vote in favor of the proposal. However, if laws, administrative regulations and the articles of association stipulate that the formation of a resolution by the board of directors should obtain the consent of more directors, such provisions shall prevail.
Article 29 in case of any contradiction between the contents and meanings of different resolutions, the resolution formed later shall prevail.
Article 30 in case of any of the following circumstances, the directors shall abstain from voting on relevant proposals and shall not exercise voting rights on behalf of other directors:
(I) circumstances in which the directors themselves think they should withdraw;
(II) other circumstances specified in the articles of association that must be avoided due to the connection between the directors and the enterprise involved in the meeting proposal.
In the case that the directors avoid voting, the relevant board meeting can be held when more than half of the unrelated directors are present, and the formation of a resolution must be passed by more than half of the unrelated directors. If the number of unrelated directors attending the meeting is less than three, they shall not vote on the relevant proposal, but shall submit the matter to the general meeting of shareholders for deliberation.
Article 31 the resolution of the board of directors shall be signed and confirmed by the directors attending the meeting.
Article 32 the board of directors shall act in strict accordance with the authorization of the general meeting of shareholders and the articles of association, and shall not form resolutions beyond its authority.
The specific functions and powers of the board of directors stipulated in the company law shall be exercised collectively by the board of directors, and shall not be authorized to be exercised by others, and shall not be changed or deprived by means of the articles of association, resolutions of the general meeting of shareholders, etc. Other functions and powers of the board of directors stipulated in the articles of association shall be subject to collective decision-making and approval for those involving major businesses and matters, and shall not authorize single or several directors to make decisions alone.
The board of directors may authorize the members of the board of directors to exercise some functions and powers other than those specified in the preceding paragraph when the meeting is not in session, but the authorized contents must be clear and specific, and the implementation of the authorized matters shall be continuously supervised.
Article 33 If the board of directors needs to make a resolution on the company’s profit distribution, it may first notify the certified public accountant of the distribution plan to be submitted to the board of directors for deliberation, and require him to issue a draft audit report accordingly (other financial data except those related to distribution have been determined). After making the distribution resolution, the board of directors shall require the certified public accountant to issue a formal audit report, and then the board of directors shall make a resolution on other related matters in the periodic report according to the formal audit report issued by the certified public accountant.
Article 34 If more than one-half of the directors or two or more independent directors attending the meeting believe that the proposal is not clear and specific, or they are unable to judge relevant matters due to insufficient meeting materials and other reasons, the chairman of the meeting may request the meeting to suspend the voting on the topic.
The director who proposes to suspend voting shall put forward clear requirements for the documents that should be met when the proposal is submitted for review again. Chapter VII minutes of board meeting
Article 35 the whole process of the board meeting held on site or by video or telephone can be recorded as necessary.
Article 36 the Secretary of the board of directors shall arrange the staff of the office of the board of directors to make records of the meetings of the board of directors. The minutes of the board meeting shall be true, accurate and complete, and 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) key points of directors’ speech;
(V) voting method and result of each resolution (the voting result shall indicate the number of votes in favor, against or abstaining).
Article 37 in addition to the minutes of the meeting, the Secretary of the board of directors may also arrange the staff of the office of the board of directors to make brief minutes of the meeting according to the needs, and make separate minutes of the resolutions formed by the meeting according to the statistical voting results.
Article 38 the directors attending the meeting shall sign and confirm the meeting minutes and resolution records on behalf of themselves and the directors entrusted to attend the meeting on their behalf. If the directors have different opinions on the meeting minutes or resolution records, they may make a written explanation when signing. When necessary, it shall report to the regulatory authority in time, or make a public statement.
