Bece Legend Group Co.Ltd(000803)
Rules of procedure of the board of directors
(revised in January 2022)
Chapter I General Provisions
Article 1 in order to further clarify the responsibilities and authorities of the board of directors, standardize the internal organization and operation procedures of the board of directors, and give full play to the central role of the board of directors in business decision-making, according to 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 (hereinafter referred to as the Securities Law), the Bece Legend Group Co.Ltd(000803) articles of Association (hereinafter referred to as the articles of association) and relevant provisions. Chapter II composition of the board of directors
Article 2 the company has a board of directors, which is the business decision-making center of the company and is responsible for the general meeting of shareholders.
Article 3 the board of directors is composed of five directors, with one chairman and one vice chairman. All directors of the company shall be loyal and diligent to the company in accordance with laws, administrative regulations, departmental rules and the articles of association.
Article 4 the members of the board of directors of the company shall have more than 1 / 3 independent directors, including at least one accounting professional.
Article 5 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 shall not exceed three years, and he may be re elected upon expiration of his term of office.
Article 6 if a director leaves office for some reason, the term of office of the by elected director shall be calculated from the date of adoption of the general meeting of shareholders 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. Article 7 the board of directors may establish special committees such as nomination committee, remuneration and assessment committee, strategy committee and audit committee in accordance with the resolution of the general meeting of shareholders. 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, in which the independent directors of the audit committee, remuneration and assessment committee and nomination committee shall account for the majority and act as the convener. The convener of the audit committee is an accounting professional.
Each special committee may set up a working group to be responsible for daily work liaison and meeting organization.
The detailed rules for the implementation of the duties, procedures and other work of the special committees of the board of directors shall be formulated separately by the board of directors.
Article 8 the board of directors shall have a secretary of the board of directors, who shall be responsible for the preparation of the general meeting of shareholders and the meeting of the board of directors, the management of the company's equity, securities and relevant legal documents and archives, as well as the relevant materials of the board of directors, and the handling of information disclosure. The Secretary of the board of directors shall be nominated by the chairman and appointed or dismissed after being reviewed and approved by the board of directors and Shenzhen Stock Exchange.
The Secretary of the board of directors shall comply with the relevant provisions of laws, administrative regulations, departmental rules and the articles of association. Article 9 the Secretary of the board of directors may organize personnel to undertake the daily work of the board of directors.
Chapter III functions and powers of the board of directors and the chairman
Article 10 the board of directors of the company shall exercise its functions and powers within the scope specified in the company law, the securities law, the articles of association and these rules.
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.
Article 11 the decision-making procedures of the board of directors are:
(I) investment decision-making procedure: the board of directors entrusts the president to organize relevant personnel to formulate the company's medium and long-term development plan, annual investment plan and investment plan for major projects, submit them to the board of directors for deliberation and form a resolution of the board of directors; Major business matters that need to be submitted to the general meeting of shareholders shall be submitted to the general meeting of shareholders for deliberation and approval according to the procedures, and implemented by the president.
(II) working procedures of financial budget and final accounts: the board of directors entrusts the president to organize relevant personnel to formulate the company's annual financial budget and final accounts, profit distribution and loss recovery plans, and submit them to the board of directors; The board of directors shall formulate a plan, submit it to the general meeting of shareholders for deliberation and approval, and then the President shall organize the implementation.
(III) personnel appointment and removal procedure: according to the nomination of personnel appointment and removal proposed by the board of directors and the president within their respective functions and powers, the company shall organize the personnel department to assess, put forward the appointment and removal opinions to the board of directors and submit them to the board of directors for approval. (IV) working procedures for major matters: before reviewing and signing the documents on major matters decided by the board of directors, the chairman shall study the relevant matters, judge their feasibility, and sign opinions after the board of directors passes and forms a resolution, so as to reduce decision-making errors.
Article 12 the chairman of the board of directors shall exercise his powers and undertake corresponding obligations in accordance with the provisions of laws, administrative regulations, the articles of association and the resolutions of the general meeting of shareholders and the board of directors.
Article 13 Where the board of directors authorizes the chairman of the board of directors to exercise part of the functions and powers of the board of directors when the board of directors is not in session, in principle, there shall be specific events or specific amount restrictions, and the authorization content shall be clear and specific. All matters involving major interests of the company shall be collectively decided by the board of directors.
Article 14 the vice chairman of the company 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.
Chapter IV convening, presiding over and proposal of the board meeting
Article 15 the meetings of the board of directors are divided into regular meetings and interim meetings.
Article 16 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.
Article 17 the board of directors shall hold at least two meetings every year, which shall be convened by the chairman of the board of directors. All directors and supervisors shall be notified in writing or e-mail 10 days before the meeting.
Article 18 under any of the following circumstances, the chairman of the board of directors shall convene an interim meeting of the board of directors within 10 days:
(I) when the chairman considers it necessary;
(II) shareholders holding more than 1 / 10 of the voting shares propose;
(III) when more than 1 / 3 of the directors jointly propose;
(IV) when proposed by the board of supervisors;
（5） When more than 1 / 2 of the independent directors propose;
Article 19 Where an interim meeting of the board of directors is proposed in accordance with the provisions of the preceding article, the proposer shall submit a signed (sealed) written proposal to the chairman through the Secretary 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.
Article 20 the Secretary of the board of directors shall deliver the written proposal and relevant materials 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.
Chapter V notice of board meeting
Article 21 when convening regular and interim meetings of the board of directors, the Secretary of the board of directors shall notify all directors 10 and 3 days in advance respectively.
The regular meeting of the board of directors shall be notified in writing or by e-mail, and the notice time limit shall not be less than 10 days before the meeting; The temporary meeting of the board of directors shall be notified by telephone, fax, e-mail, SMS, written notice or in person. The time limit of the notice shall not be less than 3 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, on the premise of ensuring that all directors can attend the meeting, the sending time of the meeting notice may not be subject to the above restrictions.
Article 22 the notice of the meeting of the board of directors shall at least include the following contents:
(I) date and place of the meeting;
(II) duration of the meeting;
(III) reasons and topics;
(IV) date of notice.
Article 23 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, the relevant contents and relevant 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.
Chapter VI convening of board meeting
Article 24 the meeting of the board of directors shall be held only when more than half of the directors are present.
Article 25 the president and the Secretary of the board of directors shall attend the meetings of the board of directors as nonvoting delegates; Supervisors may 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.
Those attending the meeting as nonvoting delegates have the right to express opinions on relevant issues, but have no right to vote.
Article 26 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.
The power of attorney shall state:
(I) the names of the trustor and the trustee;
(II) reasons why the client cannot attend the meeting;
(III) brief comments of the client on each proposal (if any);
(IV) the scope of authorization of the trustor and instructions on the voting intention of the proposal;
(V) signature and date of the client.
The entrusted director shall submit a written power of attorney to the chairman of the meeting.
Article 27 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 affiliated directors;
(II) when considering matters requiring independent directors to express independent opinions in accordance with relevant laws and regulations, 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 28 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 29 when a director himself or any other enterprise in which he works has a direct or indirect connection with the existing or planned contracts, transactions and arrangements of the company (except the employment contract), whether the relevant matters need the approval of the board of directors under normal circumstances or not, he shall disclose the nature and degree of his connection to the board of directors as soon as possible.
Article 30 if the directors of the company notify the board of directors in writing before the company first considers entering into relevant contracts, transactions and arrangements, stating that due to the contents listed in the notice, the contracts, transactions and arrangements reached by the company in the future have an interest relationship with them, within the scope specified in the notice, the relevant directors shall be deemed to have made the disclosure specified in Article 29.
Article 31 the board of directors shall be held on site. If necessary, the meeting can be held by video, telephone, fax, e-mail and other voting methods on the premise of ensuring the directors to fully express their opinions. The meeting of the board of directors can also be held at the same time as other methods.
If the meeting is not held on 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, and the effective votes actually received by fax or e-mail within the specified time limit.
Article 32 unless unanimously agreed by all directors attending the meeting, the board meeting shall not vote on the proposal not included in the meeting notice.
Article 33 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 34 before the meeting, the directors may obtain the information required for decision-making from the Secretary of the board of directors, the convener of the meeting, the president 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 VII voting at board meetings
Article 35 the voting at the meeting of the board of directors shall be one person, one vote. Unless more directors agree to form a resolution in accordance with laws, administrative regulations and the articles of association, the resolution made by the board of directors must be adopted by more than half of all directors.
Article 36 the resolutions of the board of directors can be voted by voting, fax or e-mail. Among them, the directors attending the on-site meeting shall vote, make resolutions and sign them; Directors attending off-site meetings shall make resolutions by fax or e-mail and sign them.
Article 37 the voting intentions of directors are divided into consent, objection and abstention. The directors attending the meeting shall choose one of the above intentions. If they do not choose or choose more than two intentions at the same time, they shall be deemed to have abstained.
Article 38 If a meeting is held on the spot, the chairman of the meeting shall announce the statistical results on the spot; For the meeting of the board of directors held by fax or e-mail voting, the Secretary of the board of directors shall notify the directors of the voting results before the next working day after the end of the specified voting time limit.
Article 39 in accordance with the provisions of the articles of association of the company, the resolution of the board of directors on the guarantee matters within its authority must be approved by more than two-thirds of the directors attending the meeting, except that more than half of the directors of the company agree.
Article 40 under the following circumstances, the directors shall withdraw from voting on relevant proposals:
(I) other circumstances specified in the articles of association of the company that must be avoided due to the connection between the directors and the matters involved in the meeting proposal;
(II) other circumstances under which directors should withdraw as stipulated by laws and regulations.
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 41 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)
