Chapter I: General Provisions.
Article 1 In order to safeguard the legitimate rights and interests of the company and its shareholders, clarify the responsibilities and authority of the board of directors and the procedures of deliberations, and ensure the work efficiency, scientific decision-making and standardized operation of the board of directors, these rules are formulated in accordance with the provisions of the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the articles of association and other relevant laws and regulations.
Chapter 2 Directors and Independent Directors.
Article 2 The directors of the company shall be natural persons. Directors are not required to have equity in the company.
Article 3 The directors of the company include independent directors. The company has gradually established and improved the independent director system with reference to China's regulations on the independent director system.
Article 4 A person who falls under the circumstances specified in Articles 57 and 58 of the Company Law shall not serve as a director of the company.
Article 5 The directors shall be elected or replaced by the shareholders' meeting for a term of three years. Upon expiration of the term of office of the directors, they may be re-elected. Before the expiration of the term of office, the shareholders' meeting shall not remove the directors from their duties without cause.
Article 6 Directors shall abide by laws, regulations and the Articles of Association, fulfill the duty of good faith and diligence, and safeguard the interests of the company. When its own interests conflict with the interests of the company and shareholders, the best interests of the company and shareholders should be the code of conduct.
Article 7 The directors shall have the duty of confidentiality of the materials related to the company's core technology and other confidential information of the company until the company makes an official announcement or becomes public information.
Article 8 Unless authorized by the Board of Directors, any act of a director shall be effective only if it is made in the name of the Board of Directors.
Article 9 If a director fails to attend in person twice in a row or does not entrust other directors to attend a meeting of the board of directors, he or she shall be deemed unable to perform his duties and automatically lose his or her qualifications as a director, and the board of directors shall recommend that the shareholders' meeting remove him.
Article 10 The company does not pay taxes or expenses for the directors in any form.
Article 11 The following persons shall not serve as independent directors:
1) Personnel working in the company or its subsidiaries and their immediate family members and main social relations (immediate family members refer to spouses, parents, children, etc.; Primary social relationships refer to siblings, parents-in-law, daughters-in-law, spouses of siblings, siblings-in-law, siblings, etc.);
2) Directly or indirectly enjoy more than % of the company's equity, or are natural person shareholders and their immediate family members among the company's former shareholders;
3) Persons and their immediate family members who directly or indirectly enjoy more than % of the company's equity, or those who work in the company's former shareholder units;
4) Persons who have had the circumstances listed in the preceding three items in the past year;
5) Personnel who provide financial, legal, consulting and other services for the company or its subsidiaries;
6) Other persons who are not allowed to serve as independent directors as stipulated in the articles of association;
7) Other persons recognized by the China Securities Regulatory Commission.
Article 12 Independent directors shall express independent opinions to the board of directors or shareholders' meeting on the following matters:
1) Nominating, appointing and dismissing directors;
2) Appointment or dismissal of senior management;
3) Remuneration of directors and senior management of the company;
4) The company's shareholders, actual controllers and their affiliates have existing or new borrowings or other capital transactions with a total amount of more than 10,000 yuan or more than % of the company's latest audited net asset value, and whether the company has taken effective measures to ** arrears; (5) Matters that the independent directors believe may harm the rights and interests of minority shareholders;
6) Other matters stipulated in the articles of association.
Article 13 Independent directors shall express one of the following types of opinions on the matters listed in Article 12: consent; reservations and their justifications; objections and their justifications; Inability to express an opinion and its obstacles.
Chapter III The Board of Directors and the Powers of the Board of Directors.
Article 14 The board of directors shall be responsible to the shareholders' meeting of the company. The Board of Directors exercises the functions and powers conferred by the Company Law, the Articles of Association and other laws and regulations.
Article 15 When exercising its functions and powers, the board of directors shall ensure that the provisions of laws and regulations are complied with and all shareholders are treated fairly.
Article 16 The Board of Directors shall exercise the following functions and powers:
1) Responsible for convening the shareholders' meeting and reporting to the shareholders' meeting;
2) Implement the resolutions of the shareholders' meeting;
3) Decide on the company's business plan and investment plan;
4) Formulate the company's annual financial budget plan and final account plan;
5) Formulate the company's profit distribution plan and loss recovery plan;
6) Formulate plans for the company to increase or decrease registered capital, issue bonds or other first-class plans;
7) Formulate the company's major acquisition, repurchase of the company's equity or merger, division and dissolution plan;
8) Within the scope of the authorization of the shareholders' meeting, decide on the company's risk investment, asset mortgage and other guarantee matters;
9) Decide on the setting of the company's internal management organization;
10) Appointment or dismissal of 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 company's deputy general manager, financial director and other senior management personnel, and decide on their remuneration and rewards and punishments;
11) Formulate the company's basic management system;
12) Formulate a plan for amending the articles of association;
13) To manage the company's information disclosure;
14) Submit to the shareholders' meeting to hire or replace the accounting firm for the company's audit;
15) Listen to the work report of the company manager and check the work of the manager;
16) Provisions of laws, regulations or articles of association, as well as other functions and powers granted by the shareholders' meeting.
Article 17 The Board of Directors shall exercise its functions and powers in the form of meetings. The board of directors shall be clear and specific in authorizing the chairman of the board of directors to exercise part of the powers of the board of directors when the board of directors is not in session, and shall not authorize them in general. All matters involving the major interests of the company shall be submitted to the board of directors for collective decision-making in the form of meetings.
Article 18 The board of directors shall have a chairman of the board of directors, and the chairman of the board of directors shall be elected by the board of directors by a majority of all directors. The chairman of the board of directors is the legal representative of the company.
The board of directors shall include at least two or more independent directors, one of whom shall be an accounting professional with a senior professional title or certified public accountant qualification.
Article 19 The Executive Committee of the Board of Directors is a permanent body of the Board of Directors when the Board of Directors is not in session, and its main task is to implement the resolutions decided by the Board of Directors, decide and deliberate the major decisions of the Company, and make arrangements for a large number of daily work and activities.
The Executive Committee consists of the Executive Directors of the Company.
Chapter 4 Convening, Notification and Attendance of Board Meetings.
Article 20 The board of directors shall convene at least two meetings every year, which shall be convened by the chairman of the board of directors and notified to all directors in writing by fax, letter, e-mail and other means ten days before the meeting.
Article 21 The notice of the meeting of the board of directors shall include:
1) the date on which the meeting will be held;
2) the venue and duration of the meeting;
3) Causes and issues;
4) The date on which the notice was given.
The notice of the board meeting may also be accompanied by a detailed resolution of the board meeting.
Article 22 For the meeting of the board of directors, the board of directors shall notify all directors (including independent directors) in advance at the prescribed time, and provide sufficient information, including relevant background information on the topics of the meeting and information and data that will help the directors understand the progress of the company's business. When two or more independent directors consider that the information is insufficient or the argument is not clear, they may jointly propose in writing to the board of directors to postpone the convening of the board meeting or postpone the consideration of the matter, and the board of directors shall adopt it.
Article 23 A meeting of the board of directors shall be held only when more than one-half of the directors are present.
Article 24 The chairman of the board of directors shall preside over the meeting of the board of directors, and if the chairman of the board of directors is unable to perform the duties, the chairman of the board of directors shall designate a director to preside over the board meeting on his behalf. If the chairman of the board of directors fails to preside over a meeting of the board of directors without justifiable reasons and does not designate a specific person to perform such duties on his behalf, one director shall be jointly nominated by more than one-half of the directors to preside over the meeting.
Article 25 Directors shall have the obligation to attend the meetings of the Board of Directors in person. If a director is unable to attend the meeting for any reason, he or she may entrust another director in writing to attend the meeting on his or her behalf.
The power of attorney shall clearly indicate the person's name, matters, authority and period of validity, and shall be signed or sealed by the client. The directors who attend the meeting on their behalf shall exercise the rights of directors within the scope of their authorization.
If a director fails to attend a meeting of the Board of Directors or does not appoint a representative to attend, he or she shall be deemed to have abstained from voting at that meeting.
Chapter 5 Agenda and Agenda of Board Meeting.
Article 26 The agenda and proposals of the board of directors meeting shall be determined by the chairman of the board. In addition to pre-determined proposals, the Board of Directors may determine new proposals during the meeting on a case-by-case basis.
When the board of directors determines a new proposal, it shall ensure that sufficient information is provided, including relevant background information and relevant information and data that will help the directors understand. When two or more independent directors consider that the information is insufficient or the argument is not clear, they may jointly submit a written proposal to the board of directors not to join the new proposal or consider the new proposal at the next board meeting, and the board of directors shall adopt it.
Article 27 If a director has a proposal or topic that needs to be submitted to the board of directors for discussion, it shall be submitted to the board of directors in writing in advance, and the chairman of the board of directors shall decide whether to include it in the agenda. If it is decided not to be included in the agenda, the reasons shall be given at the meeting. If it is decided to include it in the agenda, reference shall be made to the provisions of paragraph 2 of Article 26 of these rules.
Article 28 If a director temporarily proposes a proposal during a board meeting, the chairman of the board of directors shall decide whether to join the agenda of the meeting, and if he decides not to join the agenda, he does not need to explain any reason. If it decides to be included in the agenda, reference shall be made to the provisions of paragraph 2 of Article 26 of these rules.
Chapter 6 Voting at the Board of Directors Meeting Article 29 The voting method for the resolution of the Board of Directors is a show of hands, and each director has one vote.
Article 30 The board of directors shall vote on all the proposals on the agenda one by one, among which, for all proposals involving related party transactions, the affiliated directors shall recuse themselves from voting, and the number of votes they enjoy shall not be included in the voting range.
Article 31 The resolution of the board of directors must be passed by more than half of all directors. A written resolution shall be formed at the meeting of the Board of Directors. The resolution of the board meeting shall be signed by the directors present at the meeting.
Article 32 The directors shall be responsible for the resolutions of the board of directors. If the resolution of the board of directors violates laws, regulations or the articles of association of the company, causing the company to suffer losses, the directors who participated in the resolution shall be liable for compensation to the company. However, if it is proved that he or she has expressed dissent at the time of voting and recorded it in the minutes of the meeting, the director may be exempted from liability.
Chapter VII Minutes of Board Meetings.
Article 33 The meeting of the board of directors shall have a record, and the directors and the recorder (who shall be the secretary of the board of directors) attending the meeting shall sign the minutes of the meeting. Directors present at the meeting have the right to request that their statements at the meeting be recorded in the record.
Article 34 The minutes of the meeting of the board of directors shall include the following contents:
1) The date, place and name of the convener of the meeting;
2) The names of the directors attending the meeting and the names of the directors (**) who are entrusted by others to attend the meeting;
3) the agenda of the meeting;
4) Highlights of the directors' speeches;
5) The method and result of voting on each resolution (the voting result shall indicate the number of votes in favor, against or abstention).
Article 35 The minutes of the board of directors meetings shall be complete and truthful. The secretary of the board of directors should carefully organize, record and sort out the matters discussed at the meeting. The directors and recorders present at the meeting shall sign the minutes of the meeting. The minutes of the board meeting should be properly kept as an important file of the company, so as to serve as an important basis for clarifying the responsibilities of directors in the future.
Article 36 The minutes of the meeting of the board of directors shall be kept by the secretary of the board of directors as the company's archives. Minutes of Board meetings are kept permanently.
Chapter 8 Secretary of the Board of Directors.
Article 37 The board of directors shall have a secretary of the board of directors. The secretary of the board of directors is a senior manager of the company and is responsible to the board of directors.
Article 38 The secretary of the board of directors shall have the necessary professional knowledge and experience, and shall be appointed by the board of directors.
Article 4 of these Rules stipulates that the circumstances under which a person shall not be allowed to serve as a director of the company shall apply to the secretary of the board of directors.
Article 39 The main responsibilities of the secretary of the board of directors are:
1) Responsible for preparing relevant reports and documents of the shareholders' meeting and the board of directors;
2) Prepare for the board of directors meeting and the shareholders' meeting, and be responsible for the custody of meeting minutes and meeting documents and records
3) Ensure that those who are entitled to the relevant records and documents of the company receive the relevant documents and records in a timely manner;
4) Other duties stipulated in the Articles of Association.
Article 40 A director or other senior management personnel of a company may concurrently serve as the secretary of the board of directors of the company. The certified public accountant of the accounting firm and the lawyer of the law firm hired by the company shall not concurrently serve as the secretary of the board of directors of the company.
Article 41 The secretary of the board of directors shall be nominated by the chairman of the board of directors and appointed or dismissed by the board of directors. If a director concurrently serves as the secretary of the board of directors, if an act needs to be performed by the director and the secretary of the board of directors separately, the person who is also the director and the secretary of the board of directors of the company shall not act in a dual capacity.
Chapter IX Supplementary Provisions.
Article 42 These rules will be annexed to the Articles of Association of the Company and shall come into force after being approved by the first meeting of the first board of directors and the annual extraordinary shareholders' meeting of the company.
Article 43 If there is any conflict between these rules and the Articles of Association and its amendments, the Articles of Association and its amendments shall prevail.
If there are no provisions in these Rules, the provisions of the Articles of Association and its amendments shall prevail.
Article 44 The right to revise and interpret these rules belongs to the board of directors of the company.