Weilong Grape Wine Co.Ltd(603779)
Document name: rules of procedure of the board of directors
Document No.: ZQ / wl-04-b-2016
Prepared by: sun Zhaoxue
Reviewed by: Zheng Linlin
Approved by: Huang zuchao
Issued by 20xx-xx-xx implemented by 20xx-xx-xx
Prepared by Securities Department
Weilong Grape Wine Co.Ltd(603779)
Rules of procedure of the board of directors
Chapter I General Provisions
Article 1 in order to standardize the decision-making behavior of the board of directors and ensure the legalization, scientization and institutionalization of the decision-making of the board of directors, these rules are formulated in accordance with the relevant provisions of the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the Weilong Grape Wine Co.Ltd(603779) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the board of directors is the permanent executive body of the company. The board of directors is responsible to the general meeting of shareholders and exercises the functions and powers conferred by laws, regulations, rules, articles of association and the general meeting of shareholders.
Article 3 the board of Directors consists of nine Directors (three independent directors) elected by the general meeting of shareholders. There is one chairman and one vice chairman. The chairman and vice chairman are elected by more than half of all directors. At the election, one director has one vote. The Secretary of the board of directors of the company is responsible for the organization and coordination of the meeting of the board of directors, including arranging the meeting agenda, preparing the meeting documents, organizing the meeting, and drafting the meeting minutes, meeting resolutions and minutes. The office of the board of directors is set 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. Article 4 the board of directors shall be responsible to the general meeting of shareholders and exercise the decision-making power within the scope of powers conferred by the company law, the articles of association and the general meeting of shareholders.
Article 5 the board of directors shall implement the meeting system. 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, and the conditions for holding interim meetings shall be in accordance with the articles of association. The meeting can be held only when more than half of the directors are present. In addition to the directors attending the board meeting, the supervisors, general manager, deputy general manager and other senior managers of the company may attend the board meeting as nonvoting delegates. Article 6 the chairman of the company shall be responsible for convening and presiding over the meetings of the board of directors. 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 elected by more than half of the directors shall perform his duties
Chapter II notice of board meeting
Article 7 when the board of directors holds regular meetings, the Secretary of the board of directors and relevant staff shall send the notice of the meeting to all participants in written form and electronic communication ten days before the meeting. The matters to be specified in the meeting notice shall be implemented in accordance with the provisions of the articles of association.
Article 8 when the board of directors convenes an interim meeting, the Secretary of the board of directors and relevant staff shall notify the participants three days before the meeting. However, in case of emergency, they can notify the convening of the interim meeting of the board of directors at any time according to the telephone, fax and other electronic communication methods retained by the directors in the company, but the directors shall be given the necessary preparation time. On the premise that the directors can fully express their opinions, the interim meeting can be held in writing, telephone, fax or with the help of communication equipment that all directors can communicate.
Article 9 for important matters that need to be decided by the board of directors, the company must notify the independent directors in advance according to the legal time and provide sufficient materials at the same time. If the independent directors think the materials are insufficient, they can ask for supplement. When two or more independent directors consider that the information is insufficient or the argument is unclear, they may jointly propose in writing to postpone the convening of the meeting of the board of directors or postpone the deliberation of the matter discussed by the board of directors, which shall be adopted by the board of directors. The meeting of the board of directors shall be attended by the directors themselves. If the directors are unable to attend the meeting for some reason, they shall entrust other directors to attend the meeting in writing. If a director fails to attend the board meeting or entrust a representative to attend, he shall be deemed to have waived his voting right at the meeting; If he 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. If an independent director fails to attend the meeting of the board of directors in person for three consecutive times, the board of directors shall request the general meeting of shareholders to replace him. When the acting director attends the meeting, he shall issue a power of attorney and exercise his rights within the scope of authorization. The power of attorney shall specify the agent’s name, agency matters, agency authority and validity period, and shall be signed or sealed by the principal.
Chapter III Scope of proceedings of the board of directors
Article 10 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 policy 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; And the plan for acquiring the shares of the company due to the reasons specified in items (I) and (II) of Article 22 of the articles of Association; (VIII) decide on the acquisition of shares of the company for the reasons specified in items (III), (V) and (VI) of Article 22 of the articles of Association; (IX) 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; (x) decide on the establishment of the company’s internal management organization; （11） 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; （12） Formulate the basic management system of the company; （13） Formulate the amendment plan of the articles of Association; （14） Manage the information disclosure of the company; （15） Propose to the general meeting of shareholders to hire or replace the accounting firm audited by the company; （16） Listen to the work report of the general manager of the company and check the work of the general manager; （17） Other functions and powers granted by laws, administrative regulations, departmental rules or the articles of association. Article 11 the following matters can be implemented only after the board of directors discusses and makes a resolution:
(I) 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 evaluated value, the higher one shall be taken as the calculation data; (II) 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 10 million yuan; (III) the related net profit of 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 1 million yuan; (IV) 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 10 million yuan; (V) 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 1 million yuan; (VI) other external guarantees other than those required by the articles of association to be submitted to the general meeting of shareholders for deliberation and approval; (VII) connected transactions between the company and connected natural persons with a transaction amount of more than 300000 yuan and not within the scope of approval by the general meeting of shareholders; (VIII) connected 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 and not within the scope of approval by the general meeting of shareholders.
If a wholly-owned subsidiary or holding subsidiary of the company engages in the above-mentioned acts and the amount reaches the standard that shall be reported to the general meeting of shareholders for approval as stipulated in the articles of association, it shall be implemented after being approved by the general meeting of shareholders.
If the data involved in the above index calculation is negative, take its absolute value for calculation. If the specific matters under the above authorization are required to be reviewed and approved by the general meeting of shareholders by laws, administrative regulations, rules and other normative documents, they shall be submitted to the general meeting of shareholders of the company for review and approval.
Article 12 all proposals to be submitted to the board of directors for discussion shall be collected by the Secretary of the board of directors, or submitted to the Secretary of the board of directors of the company in the form of decisions of the general manager’s office meeting or meeting minutes, and the Secretary of the board of directors shall submit them to the board of directors for discussion and resolution.
Chapter IV voting on the proceedings of the board of directors
Article 13 the resolution made by the board of directors shall be approved by more than half of all directors, but the decision mentioned in paragraph 8 of Article 10 to purchase the shares of the company due to the reasons specified in items (III), (V) and (VI) of Article 22 of the articles of Association; And the external guarantee matters decided by the board of directors mentioned in Article 11 shall also be deliberated and approved by more than two-thirds of the directors present at the board of directors and made a resolution.
Article 14 No matter what form the board of directors is held, the directors present at the meeting must have clear voting opinions on various schemes discussed at the meeting, and sign on the resolutions of the meeting and the minutes of the board of directors. For matters discussed by the board of directors, each director participating in the meeting of the board of directors has one vote.
Article 15 if the resolution of the board of directors violates the company law and other relevant regulations, the articles of association and these rules of procedure, resulting in serious economic losses to the company, the directors who voted on the resolution and signed the resolution shall be jointly and severally liable for compensation, but it is proved that they expressed opposition or raised objection during the voting and recorded in the minutes of the meeting, The director may be released from liability.
Article 16 If a matter within the scope of discussion in Chapter III of these rules is implemented without a resolution of the board of directors, if the implementation results in damage to the interests of shareholders or economic losses, the actor shall be fully responsible.
Article 17 the supervisors, general manager, deputy general manager and other senior managers of the company who attend the meeting of the board of directors as nonvoting delegates may fully express their own suggestions and opinions on the matters discussed by the board of directors for reference when making decisions, but they have no voting right.
Article 18 Where a director of the board of directors concurrently serves as the Secretary of the board of directors, if a certain act needs to be done by the director and the Secretary of the board of directors respectively, the person concurrently serving as the director and the Secretary of the board of directors shall not do it in a dual capacity.
Article 19 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 extent of his connection to the board of directors as soon as possible.
Article 20 when the board of directors of the company votes on connected transactions, connected directors shall not participate in the voting, nor exercise the voting rights on behalf of other directors, but have the right and obligation to participate in the deliberation and discussion of the matter and put forward their own opinions: the connected directors mentioned in the preceding paragraph include the following directors or directors under one of the following circumstances: (I) they are the counterparty; (II) being the direct or indirect controller of the counterparty; (III) working in the counterparty, or in the legal entity that can directly or indirectly control the counterparty, or in the legal entity directly or indirectly controlled by the counterparty; (IV) close family members of the counterparty or its direct or indirect controller, including spouses, children over the age of 18 and their spouses, parents and parents of spouses, brothers and sisters and their spouses, brothers and sisters of spouses and parents of children’s spouses; (V) close family members of the directors, supervisors or senior managers of the counterparty or its direct or indirect controllers, including spouses, children over the age of 18 and their spouses, parents and parents of spouses, brothers and sisters and their spouses, brothers and sisters of spouses and parents of children’s spouses; (VI) directors whose independent business judgment may be affected according to the articles of association or other reasons of the company.
The meeting of the board of directors mentioned in the preceding paragraph can be held only when more than half of the unrelated directors are present, and the resolutions made at the meeting of the board of directors must be adopted by more than half of the unrelated directors. If the number of unrelated directors attending the board of directors is less than three, the matter shall be submitted to the general meeting of shareholders of the listed company for deliberation.
Chapter V Implementation of resolutions of the board of directors
Article 21 once the resolution of the board of directors is formed, the general manager of the company shall lead and organize the implementation of specific matters, and report the implementation to the board of directors in time.
Article 22 the board of directors shall supervise and inspect the implementation, and those who violate the resolutions of the board of directors in the specific implementation shall be investigated for personal responsibility.
Article 23 the Secretary of the board of directors shall regularly report the implementation of the resolutions of the board of directors to the chairman of the board of directors, and truthfully convey the opinions of the chairman of the board of directors to relevant directors and senior managers of the company.
Chapter VI minutes of the board of directors
Article 24 the meeting of the board of directors shall designate a special person to take minutes of the meeting, which shall include the following contents: (I) the time and place of the meeting and the name of the convener; (II) the names of the directors attending the meeting and the names of the directors and their agents who entrust others to attend the meeting of the board of directors; (III) agenda of the meeting; (IV) key points of directors’ speech; (V) voting method and result of each voting matter (the voting result shall indicate the number of votes in favor, against or abstaining).
Article 25 for the matters resolved by the directors, the directors attending the meeting (including the entrusted agent of the directors not attending the meeting) and the secretary or recorder of the board of directors must sign on the meeting minutes. The minutes of the meeting of the board of directors shall not be modified. If it needs to be corrected due to recording errors, the person who expressed the opinion and the minutes of the meeting shall correct them on site and sign them.
Article 26 the board of directors of the company shall form meeting minutes on the meeting. The meeting minutes shall be kept by the Secretary of the board of directors or a specially assigned person, and the retention period shall not be less than 10 years. The contents included in the meeting minutes shall be implemented in accordance with the relevant provisions of the articles of association.
Chapter VII authorization of the board of directors
Article 27 when the board of directors of the company is not in session, the chairman shall exercise the corresponding functions and powers granted by the board of directors in accordance with the provisions of the articles of association.
Chapter VIII supplementary provisions
Article 28 Where there are no provisions in these rules or are inconsistent with the provisions of the company law and other laws and regulations and the articles of association, the provisions of the above laws and regulations and the articles of association shall prevail.
Article 29 these Rules shall come into force from the date of approval by the general meeting of shareholders of the company.
Article 30 the general meeting of shareholders shall authorize the board of directors to interpret these rules.
Weilong wine Co., Ltd
