Wuhan Jingce Electronic Group Co.Ltd(300567)
Rules of procedure of the board of directors
Chapter I General Provisions
Article 1 in order to further clarify the terms of reference of the board of directors of Wuhan Jingce Electronic Group Co.Ltd(300567) (hereinafter referred to as the “company”), standardize the deliberation and decision-making behavior of the board of directors, and ensure the work efficiency and scientific decision-making 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”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) The guidelines for the governance of Listed Companies promulgated by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the Shenzhen Stock Exchange (hereinafter referred to as the “Stock Exchange”), the Shenzhen Stock Exchange gem stock listing rules (hereinafter referred to as the “gem stock listing rules”) These rules are formulated in accordance with the provisions of relevant laws, administrative regulations, normative documents and the articles of association of Wuhan Jingce Electronic Group Co.Ltd(300567) (hereinafter referred to as the articles of association).
Article 2 the board of directors shall conscientiously perform its duties stipulated in relevant laws, administrative regulations and the articles of association, ensure that the company complies with the provisions of laws, administrative regulations and the articles of association, treat all shareholders fairly, and pay attention to the legitimate rights and interests of other stakeholders.
Chapter II directors
Article 3 where there is one of the circumstances stipulated in Article 101 of the articles of association that a person may not serve as a director, he shall not serve as a director.
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 directors is three years, and they can be re elected upon expiration of their term of office, but the term of re-election of independent directors shall not exceed 6 years.
The term of office of the directors shall be calculated from the date of taking office to the expiration of the term of office of the current board of directors. If a director is not re elected in time after the expiration of his term of office, the original director shall still perform his duties as a director in accordance with laws, administrative regulations, departmental rules and the articles of association before the re elected director takes office.
The director may be concurrently held by the manager or other senior managers, but the total number of directors concurrently holding the position of manager or other senior managers and directors held by employee representatives shall not exceed 1 / 2 of the total number of directors of the company.
The directors shall be responsible for the resolutions of the board of directors. If the resolution of the board of directors violates laws and regulations or the articles of association or the resolution of the general meeting of shareholders, resulting in serious 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 5 the directors shall abide by laws and administrative regulations and bear the obligation of loyalty to the company in accordance with the articles of association.
Article 6 the directors shall abide by the laws and administrative regulations, and bear the duty of diligence to the company in accordance with the articles of association.
Article 7 If a director fails to attend the meeting in person or entrust other directors to attend the meeting of the board of directors for two consecutive times, he shall be deemed unable to perform his duties, and the board of directors shall recommend the general meeting of shareholders to replace him.
Article 8 a director may resign before the expiration of his term of office. When a director resigns, he shall submit a written resignation report to the board of directors. The board of directors will disclose relevant information within 2 days.
If the board of directors of the company is lower than the minimum quorum due to the resignation of directors, the resignation report shall not take effect until the next director fills the vacancy caused by his resignation. Before the resignation report takes effect, the directors who intend to resign shall continue to perform their duties as directors in accordance with laws, administrative regulations, departmental rules and the articles of association. The company shall complete the by election within two months.
If the number of independent directors on the board of directors of the company is lower than the minimum requirements specified in relevant laws, regulations and normative documents due to the resignation of independent directors, or there are no accounting professionals among independent directors, the resignation report of the independent director shall take effect after the next independent director fills his vacancy. Before the newly elected independent director takes office, the independent director who intends to resign shall continue to perform the duties of independent director in accordance with laws, administrative regulations, departmental rules and the articles of association. The company shall complete the by election within two months.
Except for the circumstances listed in the preceding paragraph, the resignation of a director shall take effect when the written resignation report is delivered to the board of directors.
Article 9 when a director’s resignation takes effect or his term of office expires, he shall complete all handover procedures with the board of directors. His duty of loyalty to the company and shareholders shall not be automatically relieved after the end of his term of office, and shall remain valid for two years after the resignation takes effect or the expiration of his term of office.
The company shall sign a confidentiality agreement with the directors. After a director leaves office, his confidentiality obligations for the company’s trade secrets, including core technologies, shall remain valid until the trade secrets become public information, and shall not use the company’s core technologies to engage in the same or similar business as the company.
The duration of other obligations shall be determined in accordance with the principle of fairness, depending on the length of time between the occurrence of the event and departure, as well as the circumstances and conditions under which the relationship with the company ends, but shall remain valid for at least two years after the end of the term of office.
Chapter III functions and powers of the board of directors
Article 10 the board of directors of the company is composed of 9 directors, of which 3 are independent directors. The company has one chairman and one vice chairman. The chairman and vice chairman are elected by the board of directors by more than half of all directors.
Article 11 the board of directors shall be responsible to the general meeting of shareholders and 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) formulate plans for the acquisition, merger, sale and replacement of major assets, major related party transactions, guarantees and loans, merger, division, dissolution and change of company form, as well as plans for the acquisition of shares of the company due to the reasons specified in items (I) and (II) of Article 25 of the articles of Association;
(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, financing loan, external guarantee, related party transaction, financial assistance 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; Appoint or dismiss the company’s deputy general manager, chief financial officer and other senior managers according to the nomination of the general manager, 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） Manage the information disclosure of the company;
（14） Propose to the general meeting of shareholders to hire or replace the accounting firm audited by the company;
（15） Listen to the work report of the general manager of the company and check the work of the general manager;
（16） Make a resolution on the acquisition of the company’s shares due to the circumstances specified in items (III), (V) and (VI) of Article 25 of the articles of Association;
（17） Other functions and powers granted by laws, administrative regulations, departmental rules, the articles of association or the general meeting of shareholders.
Matters beyond the scope authorized by the general meeting of shareholders shall be submitted to the general meeting of shareholders for deliberation.
Article 12 the board of directors shall determine the authority of external investment, acquisition and sale of assets, asset mortgage, financing loan, external guarantee and related party transaction, 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.
(I) if the company’s transactions (except providing guarantee and financial assistance) meet one of the following standards, they shall be deliberated and decided by the board of directors:
1. The total assets involved in the transaction account for more than 10% of the company’s total assets audited in the latest period. 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 transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited operating income of the company in the latest fiscal year, and the absolute amount exceeds RMB 10 million;
3. The net profit related to the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds RMB 1 million;
4. The transaction amount (including debts and expenses) of the transaction accounts for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds RMB 10 million;
5. The profit generated from the transaction accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds RMB 1 million.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
(II) the authority of the general meeting of shareholders of the company to authorize the board of directors to provide external guarantee is:
To review and approve other external guarantees other than those specified in Article 46 of the articles of association. The guarantee matters within the authority of the board of directors must be reviewed and approved by more than 2 / 3 of the directors attending the meeting of the board of directors.
(III) the authority of the general meeting of shareholders of the company to authorize the related party transactions of the board of directors (except providing guarantee and financial assistance) is:
Related party transactions between the company and related natural persons with a transaction amount of more than 300000 yuan shall be reviewed and approved by the board of directors and shall be disclosed in a timely manner; Related party transactions between the company and 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 shall be reviewed and approved by the board of directors and shall be disclosed in a timely manner. The following connected transactions of the company within 12 consecutive months shall be subject to the provisions of paragraph 1 (16) of Article 44 of the articles of association and paragraph 1 of this paragraph in accordance with the principle of cumulative calculation:
1. Transactions with the same related party;
2. Transactions with different connected persons related to the same transaction object.
The same related person mentioned above includes other related persons who are controlled by the same subject or have equity control relationship with the related person. Those who have fulfilled relevant obligations in accordance with paragraph 1 (16) of Article 44 or paragraph 1 of this paragraph of the articles of association will not be included in the relevant cumulative calculation scope.
If the company provides guarantee for related parties, it shall disclose it in time after the deliberation and approval of the board of directors and submit it to the general meeting of shareholders for deliberation.
If the company intends to conduct connected transactions that must be submitted to the general meeting of shareholders for deliberation, it shall obtain the prior approval of independent directors before submitting them to the board of directors for deliberation. The prior approval opinions of independent directors shall be approved by more than half of all independent directors and disclosed in the announcement of related party transactions.
(IV) the financial assistance provided by the company shall be approved by more than two-thirds of the directors attending the meeting of the board of directors and make a resolution to timely perform the obligation of information disclosure.
If the company’s main business is to provide loans, loans and other financing services to the outside world, or the object of funding is a holding subsidiary within the scope of the company’s consolidated statements with a shareholding ratio of more than 50%, the provisions of the preceding paragraph shall be exempted.
Although the transaction has not exceeded the approval authority of the board of directors, it has reached the standard that should be submitted to the general meeting of shareholders for deliberation and approval as stipulated in Article 45 of the articles of association, or when the board of directors deems it necessary, the transaction shall be submitted to the general meeting of shareholders for deliberation and approval after being deliberated and approved by the board of directors.
Without violating laws, administrative regulations, departmental rules, normative documents or relevant provisions of the stock exchange, the board of directors may authorize the general manager to approve and decide on relevant transactions within the above scope of authority according to the company’s business conditions.
Article 13 any proposal that must be submitted to the board of directors for discussion shall be submitted in writing by the legal proposer, and the Secretary of the board of directors shall be responsible for collecting it.
Article 14 the board of directors of the company has four special committees: Audit Committee, nomination committee, remuneration and assessment committee and strategy and Development Committee. The members of the committee shall be an odd number and shall not be less than 3. The special committee shall be responsible to the board of directors and perform its duties in accordance with the articles of association and the authorization of the board of directors. The proposal shall be submitted to the board of directors for deliberation and decision. The members of the special committee are all composed of directors, among which the independent directors account for the majority of the audit committee, nomination committee and remuneration and assessment committee, and act as the convener. The convener of the audit committee shall be an accounting professional. The board of directors is responsible for formulating the working procedures of the special committee and standardizing the operation of the special committee.
Each special committee may hire an intermediary institution to provide professional advice, and the relevant expenses shall be borne by the company.
Each special committee shall be responsible to the board of directors, and the proposals of each special committee shall be submitted to the board of directors for review and decision.
Article 15 the board of directors of the company shall explain to the shareholders’ meeting the non-standard audit opinions issued by the certified public accountant on the company’s financial report.
Chapter IV convening and convening of the board of directors
Article 16 the meeting of the board of directors shall be convened and presided over by the chairman, and the vice chairman 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 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 17 shareholders representing more than 1 / 10 of the voting rights, more than 1 / 3 of the directors, more than 1 / 2 of the independent 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.
Article 18 except for the circumstances specified in Article 32 of these rules, the meeting of the board of directors can 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 19 the Secretary of the board of directors of the company shall be responsible for the organization and coordination of the meeting of the board of directors, including arranging the agenda of the meeting, preparing the meeting documents, organizing the meeting, and drafting the minutes, resolutions and minutes of the meeting. Article 20 the meetings of the board of directors of the company are divided into regular meetings and interim meetings. The regular meeting of the board of directors shall be held at least twice a year, and all directors, supervisors, general manager and Secretary of the board of directors shall be notified 10 days before the meeting. All directors, supervisors, the general manager and the Secretary of the board of directors shall be notified of the convening of the interim meeting of the board of directors 2 days before the meeting.
In case of emergency, if it is necessary to convene an interim meeting of the board of directors as soon as possible, it can be held by telephone or other means at any time
