Yuandong Bio: Rules of Procedure for the Board of Directors (September 2025)
Chengdu Yuandong Biopharmaceutical Co., Ltd.
Board of Directors Rules of Procedure
Chapter 1 General Provisions
Article 1 In order to better ensure that the board of directors performs the duties conferred by the company's articles of association, ensure the work efficiency and scientific decision-making of the board of directors, and standardize the proceedings and decision-making procedures 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"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), These rules of procedure are formulated in accordance with the relevant provisions of the "Code of Corporate Governance for Listed Companies", the "Stock Listing Rules on the Science and Technology Innovation Board of the Shanghai Stock Exchange" (hereinafter referred to as the "Listing Rules") and the "Articles of Association of Chengdu Yuandong Biopharmaceutical Co., Ltd." (hereinafter referred to as the "Articles of Association"), and based on the actual situation of the company.
Article 2 The company’s board of directors shall be responsible to the shareholders’ meeting and shall exercise its powers in accordance with relevant national laws, regulations and the Articles of Association.
Article 3 The Securities Affairs Department is established under the Board of Directors to handle the daily affairs of the Board of Directors.
The company's board of directors has established a strategy committee, an audit committee, a remuneration and assessment committee, and a nomination committee, and formulated rules of procedure for special committees.
Chapter 2 Directors’ Appointments and Qualifications
Article 4 A director of a company is a natural person and cannot serve as a director of the company if he has any of the following circumstances:
(1) Having no capacity for civil conduct or having limited capacity for civil conduct;
(2) If a person is sentenced to a criminal penalty for corruption, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy, or is deprived of political rights due to a crime, and the execution period has not expired for more than 5 years, and if he is sentenced to probation, the probation period has not expired for 2 years;
(3) Serving as a director or factory director or manager of a company or enterprise undergoing bankruptcy liquidation, and being personally responsible for the bankruptcy of the company or enterprise, less than 3 years have elapsed since the date of completion of the bankruptcy liquidation of the company or enterprise;
(4) Serving as the legal representative of a company or enterprise that has had its business license revoked or ordered to close due to illegal activities, and bearing personal responsibility, and it has not been more than 3 years since the company or enterprise was revoked of its business license or ordered to close;
(5) A large amount of personal debt has not been paid off when due and is listed as a dishonest person subject to execution by the people's court;
(6) The China Securities Regulatory Commission has taken measures to prohibit entry into the securities market and the time limit has not expired;
(7) Being publicly determined by the securities exchange to be unfit to serve as a director or senior manager of a listed company, etc., and the time limit has not expired;
(8) Other contents stipulated in laws, administrative regulations or departmental rules.
The above-mentioned period shall end on the date when the company’s shareholders’ meeting considers the proposal for appointment of director candidates. Director candidates should report to the board of directors whether they have the above circumstances as soon as they know or should know that they are being elected as director candidates. If a director candidate falls under any of the circumstances listed in paragraph 2 of this article, the company shall not submit him or her as a director candidate to the shareholders' meeting for voting.
If a director is elected or appointed in violation of the provisions of this article, the election, appointment or appointment shall be invalid. If any of the above-mentioned circumstances from items 1 to 6 occurs during the term of office of a director, the relevant director shall immediately cease performing his duties and the company shall terminate his duties in accordance with regulations. If a director encounters the circumstances mentioned in Items 7 and 8 above during his term of office, the company shall terminate his office within 30 days from the date of occurrence of such fact. If the relevant director should stop performing his duties but does not stop performing his duties or should be dismissed but has not yet been dismissed, if he attends and votes at meetings of the board of directors and its special committees, and special meetings of independent directors, his vote will be invalid and will not be counted in the number of attendees.
Article 5 If a director candidate has any of the following circumstances, the company shall disclose the specific circumstances of the candidate, the reasons for hiring the candidate, and whether it will affect the company's standardized operations:
(1) Subject to administrative punishment by the China Securities Regulatory Commission within the last 36 months;
(2) Received public condemnation from the stock exchange or three or more notices of criticism from the stock exchange in the past 36 months;
(3) Being investigated by judicial authorities for suspected crimes or being investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations, but no clear conclusion has been reached;
(4) There are bad records such as major breach of trust.
The above-mentioned period shall end on the date when the company’s shareholders’ meeting considers the proposal for appointment of director candidates.
Article 6 Directors are elected or replaced by the shareholders' meeting, and may be removed from their posts by the shareholders' meeting before the expiration of their term. The term of directors is 3 years each and upon expiration, they may be re-elected.
The company's board of directors shall have one employee representative. The employee representatives on the board of directors shall be democratically elected by the company's employees through the employee representative conference, workers' conference or other forms, and do not need to be submitted to the shareholders' meeting for review.
The term of office of a director shall be calculated from the day when the shareholders' meeting passes the election resolution and shall end when the term of the current board of directors expires. If a director's term of office expires and is not re-elected in time, the original director shall still perform his duties as a director in accordance with the provisions of laws, administrative regulations, departmental rules and the Articles of Association until the re-elected director takes office.
Directors may concurrently serve as senior managers of the company, but the total number of directors who concurrently serve as senior managers and directors who are employee representatives shall not exceed 1/2 of the total number of directors of the company.
Article 7 Directors shall abide by the provisions of laws, administrative regulations and the Articles of Association, have a duty of loyalty to the company, take measures to avoid conflicts between their own interests and the company's interests, and shall not use their powers to seek improper benefits.
Directors have the following duties of loyalty to the company:
(1) Not to misappropriate the company’s property or misappropriate company funds;
(2) Company funds shall not be stored in accounts opened in his or her own name or in the names of other individuals;
(3) No bribery or other illegal income may be taken advantage of;
(4) Without reporting to the board of directors or the shareholders' meeting, and passing the resolution of the board of directors or the shareholders' meeting in accordance with the provisions of the Articles of Association, the company shall not directly or indirectly enter into a contract or conduct transactions with the company;
(5) No one shall take advantage of his or her position to seek for himself or others business opportunities that should belong to the company, unless the report is reported to the board of directors or the shareholders' meeting and passed by the shareholders' meeting, or the company is unable to take advantage of the business opportunities in accordance with laws, administrative regulations or the Articles of Association;
(6) Without reporting to the board of directors or the shareholders' meeting and passing the resolution of the shareholders' meeting, they are not allowed to operate business similar to that of the company for themselves or for others;
(7) You shall not accept commissions from other people’s transactions with the company and keep them as your own;
(8) Do not disclose company secrets without authorization;
(9) Shall not use its affiliated relationships to harm the interests of the company;
(10) Other loyalty obligations stipulated in laws, administrative regulations, departmental rules and the Articles of Association. The income earned by directors in violation of the provisions of this article shall belong to the company; if they cause losses to the company, they shall bear liability for compensation.
The provisions of Item (4) of Paragraph 2 of this Article shall apply when close relatives of directors and senior managers, enterprises directly or indirectly controlled by directors, senior managers or their close relatives, and related persons who have other related relationships with directors and senior managers, enter into contracts or conduct transactions with the company.
Article 8 Directors shall abide by the provisions of laws, administrative regulations and the Articles of Association, have a duty of diligence to the company, and when performing their duties shall exercise the reasonable care normally due to managers for the best interests of the company. Directors have the following diligence obligations towards the company:
(1) The rights granted by the company should be exercised prudently, conscientiously and diligently to ensure that the company’s commercial activities comply with the requirements of national laws, administrative regulations and various national economic policies, and that commercial activities do not exceed the business scope stipulated in the business license;
(2) All shareholders should be treated fairly;
(3) Keep abreast of the company’s business operations and management status;
(4) Written confirmation opinions should be signed on the company’s periodic reports. Ensure that the information disclosed by the company is true, accurate and complete;
(5) Relevant information and information shall be truthfully provided to the Audit Committee and shall not hinder the Audit Committee from exercising its powers;
(6) Other diligence obligations stipulated in laws, administrative regulations, departmental rules and the Articles of Association.
Article 9 If a director fails to attend two consecutive board meetings in person or entrusts other directors to attend board meetings, he shall be deemed to be unable to perform his duties, and the board of directors shall recommend his removal to the shareholders' meeting.
Article 10 Directors may resign before the expiration of their term of office. Directors who resign must submit a written resignation report to the company. The resignation will take effect on the date the company receives the resignation report, and the company will disclose the relevant information within 2 days. In the event of the following circumstances, before the re-elected director takes office, the original director shall continue to perform his duties in accordance with relevant laws, regulations and the company's articles of association:
(1) The director’s term of office expires and the director fails to be re-elected in time, or the director resigns during the term of office, resulting in the number of board members falling below the legal minimum;
(2) The resignation of members of the audit committee results in the number of members of the audit committee falling below the legal minimum, or there is a lack of accounting professionals to serve as convener;
(3) The resignation of independent directors results in the proportion of independent directors on the company's board of directors or its special committees not complying with laws, regulations or the Articles of Association, or there is a lack of accounting professionals among independent directors. If a director proposes to resign, the company shall complete the by-election within 60 days to ensure that the composition of the board of directors and its special committees complies with laws, regulations and the provisions of the Articles of Association.
Article 11 The company shall establish a director resignation management system and clarify the safeguard measures for accountability and compensation for unfulfilled public commitments and other unfulfilled matters. When a director's resignation takes effect or his term expires, he must complete all transfer procedures to the board of directors. His obligations to the company and shareholders will not be automatically terminated before his resignation report takes effect or within a reasonable period after it takes effect, and within a reasonable period after the end of his term. They will remain valid within the reasonable period stipulated in the Articles of Association. The responsibilities that a director shall bear due to the performance of his duties during his term of office shall not be relieved or terminated upon resignation.
Directors shall continue to perform their duty of loyalty within three years from the date when their resignation takes effect or their term of office expires. After a director resigns or his term of office expires, his obligation to keep the company's trade secrets confidential shall remain effective after the end of his term of office until the secrets become public information, and he shall not use the company's core technology he possesses to engage in the same or similar business as the company's. The duration of the director's other obligations shall be based on the principle of fairness, depending on the length of time between the occurrence of the event and departure from office, and the circumstances and conditions under which the relationship with the company ends.
Article 12 The shareholders' meeting may resolve to dismiss a director, and the dismissal shall take effect on the date the resolution is made.
If a director is dismissed before the expiration of his term without justifiable reasons, the director may request the company to compensate him.
Article 13 Without the provisions of the Articles of Association or the legal authorization of the board of directors, no director may act on behalf of the company or the board of directors in his or her own name. When a director acts in his own name, if a third party would reasonably believe that the director is acting on behalf of the company or the board of directors, the director shall state his position and identity in advance.
Article 14 If a director causes damage to others when performing company duties, the company will be liable for compensation; if a director commits intentional or gross negligence, he shall also be liable for compensation.
Directors who violate laws, administrative regulations, departmental rules or the Articles of Association when performing their duties and cause losses to the company shall bear liability for compensation.
Chapter 3 The composition, powers and approval authority of the board of directors
Article 15 The company has a board of directors, which consists of 9 directors, including 6 non-independent directors (including 1 employee representative director), 3 independent directors, and 1 chairman.
Article 16 The board of directors shall exercise the following powers:
(1) Convene a shareholders’ meeting and report work 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 profit distribution plan and loss compensation plan;
(5) Formulate plans for the company to increase or reduce its registered capital, issue bonds or other securities, and go public;
(6) Formulate plans for the company’s major acquisitions, acquisition of the company’s stocks, or mergers, divisions, dissolutions, and changes to the company’s form;
(7) Decide on the company’s acquisition of the company’s shares due to the circumstances stipulated in Items (3), (5) and (6) of Article 25, Paragraph 1 of the Articles of Association;
(8) Decide on the company’s external investment, acquisition and sale of assets, asset mortgages, external guarantees, entrusted financial management, related transactions and other matters within the scope authorized by the shareholders’ meeting;
(9) Decide on the establishment of the company’s internal management organization;
(10) Decide on the appointment or dismissal of the company’s general manager, secretary to the board of directors and other senior managers, and decide on their remuneration, rewards and punishments; based on the nomination of the general manager, decide on the appointment or dismissal of the company’s deputy general manager, chief financial officer and other senior managers, and decide on their remuneration, rewards and punishments;
(11) Formulate the company’s basic management system;
(12) Formulate a plan to amend the Articles of Association;
(13) Formulate the company’s employee stock ownership plan or equity incentive plan;
(14) Management company information disclosure matters;
(15) Propose to the shareholders’ meeting to hire or change the accounting firm for the company’s audit;
(16) Listen to the work report of the general manager of the company and inspect the work of the general manager;
(17) Formulate director remuneration plan;
(18) Formulate allowance standards for independent directors;
(19) Other powers granted by laws, administrative regulations, departmental rules or the Articles of Association.
The board of directors' consideration of the above-mentioned matter (7) must be resolved at a board meeting attended by more than two-thirds of the company's board of directors. The board of directors should establish a strict review system and decision-making system, and exercise its powers within the scope of the Articles of Association and the scope authorized by the resolution of the shareholders' meeting. Matters that exceed the scope of authorization of the shareholders' meeting should be submitted to the shareholders' meeting for review.
Article 17 The company's board of directors shall explain to the shareholders' meeting the non-standard audit opinions issued by certified public accountants on the company's financial report.
Article 18 The board of directors shall determine the authority for external investment, acquisition and sale of assets, asset mortgage, external guarantee matters, entrusted financial management, related transactions, and financing (financing matters refer to the company's indirect financing activities from banks, loan companies and other financial institutions in accordance with the law, including but not limited to comprehensive credit, working capital loans, technical transformation and fixed asset loans, letter of credit financing, bill financing, and issuance of letters of guarantee), and establish strict review and decision-making procedures; major investment projects shall organize relevant experts and professionals to review and report to the shareholders' meeting for approval. Transactions (except provision of guarantees and provision of financial assistance) that occur in the company and meet one of the following standards (if the data involved in the calculation of the following indicators are negative, the absolute value shall be used for calculation) shall be submitted to the company's board of directors for review:
(1) The total assets involved in the transaction (if there are both book value and appraisal value, whichever is higher) account for more than 10% of the company's latest audited total assets;
(2) The transaction amount accounts for more than 10% of the company’s market value;
(3) The net assets of the transaction target (such as equity) in the most recent fiscal year account for more than 10% of the company’s market value;
(4) The operating income related to the transaction object (such as equity) in the most recent fiscal year accounts for more than 10% of the company’s audited operating income in the most recent fiscal year, and exceeds 10 million yuan;
(5) The profit generated from the transaction accounts for more than 10% of the company’s audited net profit in the most recent fiscal year, and exceeds 1 million yuan;
(6) The net profit related to the transaction object (such as equity) in the most recent fiscal year accounts for more than 10% of the company's audited net profit in the most recent fiscal year, and exceeds 1 million yuan.
The board of directors has the right to review the guarantee matters provided by the company. For guarantee matters within the scope of the board of directors' authority, in addition to the approval of a majority of all directors, it must also be approved by more than two-thirds of the directors attending the board meeting; for guarantee matters that meet the standards stipulated in Article 48 of the Articles of Association (except for related transactions), they must be submitted to the shareholders' meeting for review after being reviewed and approved by the board of directors.
Related transactions between the company and related parties (except for the provision of guarantees) that meet the following standards shall be submitted to the board of directors for review and approval:
(1) Related transactions involving a transaction amount of more than 300,000 yuan between the company and related natural persons;
(2) The transaction amount between the company and related legal persons accounts for more than 0.1% of the company's latest audited total assets or market value and exceeds 3 million yuan.
The amount of transactions between the company and related parties (excluding the provision of guarantees) accounts for more than 1% of the company's latest audited total assets or market value and exceeds 30 million yuan. After being reviewed and approved by the board of directors, it shall also be submitted to the shareholders' meeting for review.
This article stipulates that matters within the decision-making authority of the board of directors, such as laws, administrative regulations, departmental rules, normative documents, regulatory agencies and the "Articles of Association" must be submitted to the shareholders' meeting for review and approval, and shall be implemented in accordance with relevant regulations.
Transactions that occur between the company and its controlled subsidiaries and other entities controlled within the scope of consolidation, or between the above-mentioned controlled subsidiaries and other entities controlled, are exempt from the corresponding procedures in accordance with the provisions of this article, unless otherwise provided by the regulatory agency and the Articles of Association.
Article 19 “Transaction” as mentioned in these Rules includes the following matters:
(1) Purchase or sell assets;
(2) External investment (except for purchasing low-risk bank financial products);
(3) Transfer or transfer of research and development projects;
(4) Sign a license agreement;
(5) Provide guarantees (including guarantees for holding subsidiaries, etc.);
(6) Lease or lease assets;
(7) Entrust or entrust management of assets and business;
(8) Donating or receiving donated assets;
(9) Creditor's rights and debt restructuring;
(10) Provide financial assistance (including interest or interest-free loans, entrusted loans, etc.);
(11) Waiver of rights (including waiver of preemptive rights, preemptive subscription rights, etc.);
(12) Other transactions recognized by laws, administrative regulations, departmental rules, Articles of Association, Shanghai Stock Exchange or the company’s shareholders’ meeting.
The above-mentioned purchase or sale of assets does not include the purchase or sale of raw materials, fuel and power, as well as the sale of products, commodities and other assets related to daily operations, but the purchase or sale of such assets involved in asset replacement is still included.
If a company implements transactions in installments, it shall calculate relevant indicators based on the total transaction amount.
When the company and the same transaction party have transactions of the same category and opposite direction among the above items at the same time, the relevant indicators shall be calculated based on the one-way amount.
Except for the provision of guarantees, provision of financial assistance, entrusted financial management and other matters otherwise stipulated in laws, regulations, normative documents and the Articles of Association, when a company conducts transactions of the same category and related to the subject matter specified in this article, the provisions of the previous article shall be applied based on the principle of cumulative calculation for 12 consecutive months.
If an equity transaction occurs in a company, resulting in a change in the scope of the company's consolidated statements, the relevant financial indicators of the company corresponding to the equity shall be used as the calculation basis, and the provisions of the preceding article shall apply; if the aforementioned equity transaction does not result in a change in the scope of the consolidated statements, the relevant financial indicators shall be calculated based on the proportion of the change in the equity held by the company, and the provisions of the preceding article shall apply.
If a company directly or indirectly gives up the right of preemption or pre-emptive subscription for the equity of a controlling subsidiary, resulting in the subsidiary no longer being included in the consolidated statements, the amount given up shall be related to the relevant financial indicators of the entity, and the provisions of the previous article shall apply; the company partially gives up the right of pre-emption or pre-emptive subscription for the equity of the controlling subsidiary or participating subsidiary, which does not result in a change in the scope of the consolidated statements, but the company If the shareholding ratio decreases, the provisions of the previous article shall apply based on the amount given up and the relevant financial indicators calculated according to the proportion of changes in the company's equity holdings; if the company partially gives up its rights, the amount and indicators specified in the previous two paragraphs and the actual amount transferred or contributed shall also apply to the provisions of this article; if the company gives up or partially gives up the income rights of its subordinate non-corporate entities, the provisions of this paragraph shall apply with reference to the provisions of this paragraph.
If a company conducts entrusted financial management and it is difficult to fulfill the review procedures and disclosure obligations for each investment transaction due to the frequency of transactions, timeliness requirements, etc., it can make reasonable estimates of the investment scope, quota, and period, etc., and calculate the proportion of the market value based on the quota, and the provisions of the previous article shall apply. The usage period of the relevant quota should not exceed 12 months, and the transaction amount at any time during the period (including the relevant amount reinvested in the income from the aforementioned investment) should not exceed the investment quota.
If a company has a transaction of leasing assets or entrusting management of assets, the calculation basis shall be rent or income, and the provisions of the preceding article shall apply; if a company shall have a transaction of leasing assets or entrusting others to manage assets, the calculation shall be based on total assets, rental income, or management fees, and the provisions of the preceding article shall apply; if the company is entrusted with operations, leases assets, or entrusts others to manage or lease assets, resulting in a change in the scope of the company's consolidated statements, it shall be deemed to be a purchase or sale of assets.
Article 20 A board meeting can only be held if more than half of the directors are present. Each director shall have one vote. Resolutions made by the board of directors must be approved by more than half of all directors. When the board of directors considers the company's external guarantees and provision of financial assistance, in addition to approval by a majority of all directors, it must also be reviewed and approved by more than 2/3 of the directors attending the board meeting. Directors and senior managers of a company who violate the above provisions to provide guarantees to others and cause losses to the company shall bear liability for compensation.
Directors who are affiliated with the enterprise involved in the matters resolved at the board of directors meeting may not exercise voting rights on the resolution, nor may they exercise voting rights on behalf of other directors. Non-associated directors may not entrust affiliated directors to attend meetings on their behalf, and independent directors may not entrust non-independent directors to attend meetings on their behalf. The board meeting can be held if more than half of the unrelated directors are present, and resolutions made at the board meeting must be passed by more than half of the unrelated directors. If the number of unrelated directors present at the board of directors is less than 3, the matter shall be submitted to the shareholders' meeting for review.
Chapter 4 Chairman and his powers
Article 21 The board of directors shall have one chairman. The chairman of the board of directors is elected by a majority of all directors.
Article 22 The chairman of the board of directors shall exercise the following powers:
(1) Preside over shareholders’ meetings and convene and preside over board meetings;
(2) Supervise and inspect the implementation of board resolutions;
(3) Sign company stocks, corporate bonds and other securities;
(4) Sign important documents of the board of directors and other documents that should be signed by the legal representative of the company;
(5) Exercising the powers of the legal representative;
(6) Request the board of directors to appoint or dismiss the company’s general manager, deputy general manager, financial director, board secretary and other senior management personnel;
(7) In the event of force majeure emergencies such as severe natural disasters, exercise special power to handle company affairs in compliance with legal provisions and the company's interests, and report to the company's board of directors and shareholders' meeting afterwards;
(8) The chairman of the board of directors has the right to decide on matters concerning the company's transactions (except provision of guarantees) that do not meet the board's deliberation standards. The chairman of the board of directors has no authority to decide on the company's provision of guarantees.
The chairman of the board of directors has the right to decide on transactions within the scope of daily operations that meet one of the following standards:
The transaction amount accounts for more than 50% of the company’s latest audited total assets, and the absolute amount exceeds 100 million yuan;
The transaction amount accounts for more than 50% of the company’s audited operating income in the most recent fiscal year, and exceeds 100 million yuan;
The total profit expected to be generated by the transaction accounts for more than 50% of the company's audited net profit in the most recent fiscal year, and exceeds 5 million yuan;
Other transactions that may have a significant impact on the company's assets, liabilities, equity and operating results. Matters beyond the decision-making authority of the chairman of the board of directors as stipulated in this article shall be submitted to the board of directors for review and approval (except for donated cash assets). If the chairman of the board of directors is related to transactions within his scope of authority, such related transactions shall be directly submitted to the board of directors for review and approval.
(9) Other powers stipulated in laws, regulations, normative documents and the Articles of Association and granted by the board of directors.
When exercising the above powers, the chairman of the board of directors shall comply with the relevant provisions of laws, regulations and other normative documents and the provisions of the Articles of Association.
The chairman of the board of directors shall not engage in conduct beyond the scope of his authority.
When the chairman of the board of directors exercises power within the scope of his duties (including authorization) and encounters matters that may have a significant impact on the company's operations, he should make prudent decisions and submit them to the board of directors for collective decision-making when necessary.
The chairman of the board of directors shall promptly inform all directors of the implementation status of authorized matters.
Article 23 If the chairman of the board of directors is unable or fails to perform his duties, more than half of the directors shall jointly elect a director to perform his duties.
Chapter 5 Rules of Procedure of the Board of Directors
Article 24 Board meetings are divided into regular meetings and extraordinary meetings.
Article 25 Regular meetings shall be held at least twice a year and shall be convened by the chairman of the board of directors. All directors shall be notified in writing ten days before the meeting.
Article 26 Under any of the following circumstances, the chairman shall convene and preside over an extraordinary board meeting within 10 days after receiving the proposal:
(1) When proposed by shareholders representing more than one-tenth of the voting rights;
(2) When more than one-third of the directors jointly propose the proposal;
(3) When proposed by the audit committee;
(4) When the chairman deems it necessary;
(5) When more than half of the independent directors propose;
(6) When proposed by the general manager;
(7) Other situations stipulated in laws, regulations, normative documents and the Articles of Association.
Article 27 If a proposal is made to convene an extraordinary meeting of the board of directors in accordance with the provisions of the preceding article, a written proposal signed (sealed) by the proposer shall be submitted through the Securities Affairs Department or directly to the chairman of the board of directors. The written proposal should specify the following matters:
(1) The name of the proposer;
(2) Reasons for the proposal or objective reasons on which the proposal is based;
(3) Propose the time or time limit, place and method of holding the meeting;
(4) Clear and specific proposals;
(5) Contact information of the proposer and date of proposal, etc.
The content of the proposal should fall within the scope of authority of the board of directors stipulated in the company's Articles of Association, and materials related to the proposal should be submitted together.
After receiving the above written proposal and relevant materials, the secretary of the board of directors shall forward it to the chairman of the board of directors on the same day. If the chairman of the board of directors believes that the content of the proposal is unclear or specific or the relevant materials are insufficient, he may require the proposer to modify or supplement it.
Article 28 Board meetings 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. When the board of directors convenes a regular meeting, all directors shall be notified by hand, mail, announcement, fax or email ten days before the meeting. When the board of directors convenes an extraordinary board meeting, it shall be submitted to all directors three days before the meeting by hand, mail, announcement, fax, email or other means.
Article 29 If the company notice is sent by person, the recipient shall sign (or stamp) the delivery receipt, and the date of receipt by the recipient shall be the date of delivery; if the company notice is sent by mail, the delivery date will be the 5th working day from the date of delivery to the post office (if posted overseas, 10 working days from the date of delivery); the company notice shall be sent by fax If the company notice is sent by email, the date of delivery shall be the date of the fax report printed by the fax machine that sent the fax indicating that the fax was successful; if the company notice is sent by email, the email sending time recorded on the computer that sent the email shall be the date of delivery; if the company notice is sent by announcement, the date of the first announcement shall be the date of delivery. If it is not delivered directly, it should also be confirmed by phone and corresponding records should be made.
If the situation is urgent and it is necessary to convene an extraordinary meeting of the board of directors as soon as possible, the meeting notice may be issued at any time by telephone or other oral means, but the convener shall make an explanation at the meeting. If a director has attended the meeting and has not raised any objection that the meeting notice has not been received before or at the meeting, the meeting notice shall be deemed to have been issued to him.
The first meeting of the new board of directors held after the completion of the general election or with unanimous consent of all directors may be exempted from the notification time limit.
Article 30 The written notice of board meeting shall at least include the following contents:
(1) The time, place and convener of the meeting;
(2) The method and duration of the meeting;
(3) Reasons and topics for deliberation at the meeting;
(4) The date of issuing the notice;
(5) The host of the meeting, the proposer of the extraordinary meeting and his or her written proposal;
(6) Contact person and contact information.
The telephone or oral notice of the board of directors meeting should at least include the contents of items (1), (2), and (3) above, as well as a statement that the emergency situation requires convening an extraordinary board meeting as soon as possible.
Article 31 The secretary of the board of directors is responsible for the preparation of board documents and the organization of meetings. Meeting documents should be sent to all directors together with the meeting notice before the meeting. Directors should carefully read meeting documents and be fully prepared to attend the meeting.
Article 32 Board meeting documents include but are not limited to background information related to the meeting topics, information and data that will help directors understand the company's business progress, and information documents specially provided for independent directors to exercise their powers.
Article 33 The director who signs the document must properly keep the meeting documents. Before the relevant information is officially disclosed, those who attended or attended the meeting have the responsibility and obligation to keep it confidential.
Article 34 After the written meeting notice of the regular meeting of the board of directors is issued, if it is necessary to change the time, location and other matters of the meeting or to add, change or cancel the meeting proposals, a written change notice shall be issued three days before the original date of the meeting, explaining the situation and the relevant content of the new proposal and related materials. If it is less than 3 days, the meeting date shall be postponed accordingly or held as scheduled after obtaining the approval of all directors present.
After the notice of the extraordinary meeting of the board of directors is issued, if it is necessary to change the time, location and other matters of the meeting or to add, change or cancel meeting proposals, the approval of all directors attending the meeting must be obtained in advance and corresponding records must be made.
Article 35 The secretary of the board of directors is responsible for preparing the meeting sign-in form before the meeting. All persons attending the meeting should sign on the meeting sign-in form before the meeting begins.
Article 36 Board meetings must be attended by more than half of the directors. When relevant directors refuse to attend a meeting or are too lazy to attend a meeting, resulting in the inability to meet the minimum number of people required to convene a meeting, the chairman of the board and the secretary of the board of directors shall report to the regulatory authorities in a timely manner.
If the general manager and secretary of the board of directors do not concurrently serve as directors, they shall attend board meetings as non-voting delegates. If the meeting host deems it necessary, he may notify other relevant personnel to attend the board meeting.
Article 37 Board meetings shall be attended by directors in person. If a director is unable to attend for any reason, he shall review the meeting materials in advance, form clear opinions, and entrust another director in writing to attend on his behalf. Independent directors should entrust other independent directors to attend on their behalf. The power of attorney should state the name of the agent, matters of agency, scope of authorization and validity period, and should be signed or sealed by the principal. When voting matters are involved, the principal should express his/her consent, objection or abstention for each matter clearly in the letter of authorization. Directors shall not make or accept entrustments without voting intention, full powers or entrustments with unclear scope of authorization.
The power of attorney should state:
(1) Names of the principal and trustee, and matters of agency;
(2) The client’s brief opinions on each proposal;
(3) The scope of authorization, validity period and instructions of the principal’s intention to vote on the proposal;
(4) Signature or seal of the principal, date, etc.
The entrusted director shall submit a written power of attorney to the host of the meeting and state the entrusted attendance in the meeting attendance book.
Article 38 Directors attending meetings on their behalf shall exercise the rights of directors within the scope of authorization. The following principles should be followed when entrusting and entrusting people to attend board meetings:
(1) When reviewing related party transactions, non-related directors shall not entrust related directors to attend on their behalf; related directors shall not accept the entrustment of non-related directors;
(2) Independent directors may not entrust non-independent directors to attend on their behalf, and non-independent directors may not accept entrustment from independent directors;
(3) Directors shall not entrust other directors to attend on their behalf without stating their personal opinions and voting intentions on the proposals, and the relevant directors shall not accept entrustments with full powers or unclear authorization;
(4) A director may not accept the entrustment of more than two directors, nor may a director entrust a director who has accepted the entrustment of other directors to attend the meeting on his behalf.
Article 39 If a director fails to attend a board meeting or entrust a representative to attend, he shall be deemed to have given up his right to vote at the meeting.
Article 40 If a director fails to attend board meetings in person for two consecutive times, or if the number of meetings he fails to attend in person for 12 consecutive months exceeds half of the total number of board meetings during the term, the director shall make a written explanation and disclose it to the public. If an independent director fails to attend the board of directors' meeting in person for two consecutive times and does not entrust another independent director to attend on his behalf, the board of directors shall propose to convene a shareholders' meeting to remove the independent director from his duties within 30 days from the date of occurrence of this fact.
Article 41 Board meetings shall be held on site in principle. When necessary, on the premise of ensuring that directors can fully express their opinions, with the consent of the convener (host) and proposer, resolutions can also be held and made through video, telephone, fax or email voting, and signed by the participating directors. Board meetings can also be held in person and simultaneously with other methods.
If the meeting is not held on-site, the number of directors attending the meeting will be calculated based on the directors present via video display, the directors who expressed opinions during the telephone conference, the actual receipt of valid votes such as faxes or emails within the prescribed period, or the written confirmation letters submitted by the directors afterwards that they have attended the meeting.
Article 42 The host of the meeting shall announce the start of the meeting at the scheduled time.
Article 43 The secretary of the board of directors shall report on the attendance of the meeting, the attendance of the directors or directors’ entrustees, and whether a quorum is present at the meeting.
Article 44 The host of the meeting should preside over the meeting seriously, control the meeting process, save time and improve the efficiency of deliberations.
Article 45 The general procedures of a board of directors meeting include the host announcing the start of the meeting, the host presiding over the meeting according to the agenda, reviewing proposals one by one, and the host announcing the voting results of each proposal.
Article 46 The chairperson of the meeting shall ask the directors attending the board meeting to express clear opinions on each proposal.
For proposals that require prior approval by independent directors according to regulations, the host of the meeting shall designate an independent director to read out the written approval opinions reached by the independent directors before discussing the relevant proposals.
If a director obstructs the normal conduct of the meeting or affects other directors' speeches, the host of the meeting shall stop it promptly. Except with the unanimous consent of all directors present at the meeting, the Board of Directors shall not vote on proposals not included in the meeting notice. Directors who accept the entrustment of other directors to attend board meetings on their behalf shall not vote on behalf of other directors on proposals not included in the meeting notice.
Article 47 Directors shall carefully read relevant meeting materials and express opinions independently and prudently based on a full understanding of the situation.
Directors may obtain the information necessary for decision-making from the securities affairs department, meeting convenor, managers and other senior managers, various special committees, accounting firms, law firms and other relevant persons and institutions before the meeting. They may also suggest to the host during the meeting that representatives of the above persons and institutions be invited to attend the meeting to explain the relevant situation.
Article 48 After each proposal has been fully discussed, the host shall promptly ask the directors present to vote.
Voting at the meeting shall be based on one person, one vote and shall be conducted in a registered and written manner.
Directors' voting intentions are divided into consent, opposition and abstention. Directors attending the meeting shall choose one of the above-mentioned intentions. If they fail to make a choice or choose more than two intentions at the same time, the host of the meeting shall ask the director concerned to make a new choice. Those who refuse to make a choice shall be deemed to have abstained; those who leave the meeting midway without returning without making a choice shall be deemed to have abstained.
Article 49 After the voting of the participating directors is completed, the securities affairs representative and the relevant staff of the Securities Affairs Department shall collect the voting votes of the directors in a timely manner and submit them to the secretary of the board of directors for statistics under the supervision of an independent director. If the meeting is held on-site, the presiding officer of the meeting shall announce the statistical results on the spot; in other cases, the presiding officer 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 directors vote after the presiding officer of the meeting announces the voting results or after the prescribed voting time limit has expired, their voting results will not be counted.
Article 50 Except for the circumstances specified in Article 51 of these Rules, if the board of directors considers and approves a meeting proposal and forms a relevant resolution, more than half of the company's directors must vote in favor of the proposal. If laws, administrative regulations and the Company's Articles of Association stipulate that the board of directors must obtain the consent of more directors to formulate a resolution, such provisions shall prevail.
If there are conflicts in the content and meaning of different resolutions, the resolution that was formed later shall prevail.
Article 51 If the following circumstances occur, directors shall abstain from voting on relevant proposals:
(1) The "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules" stipulates that directors should recuse themselves;
(2) Circumstances in which the director himself believes that he should recuse himself;
(3) Other circumstances stipulated in the company's Articles of Association that require directors to recuse themselves due to their affiliation with the company involved in the meeting proposal.
In the event that a director abstains from voting, the relevant board meeting can be held with the attendance of more than half of the unrelated directors, and the resolution must be passed by more than half of the unrelated directors. If the number of unrelated directors present at the meeting is less than three, the relevant proposal shall not be voted on, but the matter shall be submitted to the shareholders' meeting for review.
Article 52 The board of directors shall act strictly in accordance with the authorization of the shareholders' meeting and the company's Articles of Association, and shall not form resolutions beyond its authority.
Article 53 If the board of directors meeting 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 review and require it to issue a draft audit report accordingly (other financial data other than distribution has been determined). After the board of directors makes a resolution on distribution, it shall require the certified public accountant to issue a formal audit report. The board of directors shall then make resolutions on other relevant matters related to periodic reporting based on the formal audit report issued by the certified public accountant.
Article 54 If a proposal is not passed, and the relevant conditions and factors have not changed significantly, the board of directors meeting shall not consider another proposal with the same content within one month.
Article 55 The meeting of the company's board of directors shall be convened and held in strict accordance with these rules, all directors shall be notified in advance as required, and sufficient meeting materials shall be provided, including relevant background materials of the meeting topics, the deliberation status of the meeting attended by all independent directors (hereinafter referred to as the "special meeting of independent directors") (if any), the opinions of the special committee of the board of directors (if any) and all the information, data and materials required for the directors to vote on the proposal, promptly respond to inquiries raised by the directors, and supplement relevant meeting materials according to the requirements of the directors before the meeting. If more than half of the directors attending the meeting or more than two independent directors believe that the proposal is unclear or unspecific, or that the meeting materials are incomplete, insufficiently demonstrated, or not provided in a timely manner, they may submit a written proposal to the board of directors to postpone the meeting or postpone the consideration of the matter, and the board of directors shall adopt it, and the company shall disclose the relevant information in a timely manner.
Article 56 The Secretary of the Board of Directors shall arrange for the staff of the Securities Affairs Department to keep records of the Board of Directors meetings. Meeting minutes should include the following:
(1) The session of the meeting and the date, place and method of convening;
(2) Issuance of meeting notices;
(3) Meeting convenor and host;
(4) The names of directors present and the names of directors (agents) entrusted by others to attend the board of directors;
(5) Meeting agenda;
(6) The proposals reviewed at the meeting, the key points and main opinions of the directors on relevant matters, and the intention to vote on the proposals;
(7) The voting method and results of each resolution matter (the voting results should indicate the number of votes in favor, against or abstention);
(8) Other matters that the directors attending the meeting think should be recorded.
Article 57 In addition to meeting minutes, the secretary of the board of directors may also arrange for the staff of the Securities Affairs Department to prepare separate records of the meeting and the resolutions formed at the meeting based on the statistical voting results as necessary.
Directors attending the meeting shall sign and confirm the meeting minutes and resolution records on behalf of themselves and the directors who entrust them to attend the meeting on their behalf. If directors have different opinions on meeting minutes or resolution records, they may make written explanations when signing. When necessary, it should be reported to the regulatory authorities in a timely manner, and a public statement can also be made. If a director neither signs to confirm in accordance with the provisions of the preceding paragraph, nor makes a written explanation of his or her dissent, or reports to the regulatory authorities or makes a public statement, he shall be deemed to fully agree with the contents of the meeting minutes and resolution records.
Article 58 Directors shall sign the resolutions of the board of directors and assume responsibility for the resolutions of the board of directors. If a board resolution violates laws, regulations, the company's articles of association, or shareholders' meeting resolutions, causing the company to suffer losses, the directors who participated in the resolution shall be liable to the company for compensation. However, if it is proved that the director expressed his dissent during the voting and recorded it in the minutes of the meeting, the director may be exempted from liability.
Article 59 Announcement of board resolutions shall be handled by the board secretary in accordance with the relevant provisions of the Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules. Before the announcement of the resolution is disclosed, the directors present at the meeting, meeting attendees, record-keeping and service personnel, etc. have the obligation to keep the content of the resolution confidential.
Article 60 Board meeting files, including meeting notices and materials, meeting sign-in books, power of attorney for directors to attend on their behalf (if any), voting votes, meeting minutes signed and confirmed by attending directors, resolution records, etc., shall be kept by the secretary of the board of directors.
The retention period of board meeting files is more than 10 years.
Chapter 6 Supplementary Provisions
Article 61 The terms used in these Rules shall have the same meaning as those used in the Articles of Association, unless the context otherwise requires.
Article 62 These rules are an attachment to the Articles of Association. Matters not covered in these rules shall be implemented in accordance with relevant national laws and regulations, relevant provisions of regulatory agencies, and the Articles of Association. If these rules are inconsistent with relevant laws and regulations, relevant provisions of regulatory agencies, and the provisions of the Articles of Association, the laws, regulations, relevant provisions of regulatory agencies, and the Articles of Association shall be followed.
Article 63 These rules shall come into effect on the day they are reviewed and approved by the shareholders’ meeting. The original "Rules of Procedures of the Board of Directors" will be automatically abolished after these rules take effect.
Article 64 The company’s board of directors is responsible for interpreting these rules.