Guangxun Technology: Rules of Procedure for the Board of Directors of Wuhan Guangxun Technology Co., Ltd. (applicable after the issuance and listing of H shares)
Board of Directors Rules of Procedure
Wuhan Guangxun Technology Co., Ltd.
Board of Directors Rules of Procedure
(Applicable after H shares are issued and listed)
Chapter 1 Purpose
Article 1 In order to further standardize the discussion methods and decision-making procedures of the company's board of directors, encourage directors and the board of directors to effectively perform their duties, and improve the standard operation and scientific decision-making level 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 are formulated by the "Code of Corporate Governance for Listed Companies", the "Stock Listing Rules of the Shenzhen Stock Exchange" (hereinafter referred to as the "Shenzhen Stock Exchange Listing Rules"), the "Securities Listing Rules of The Stock Exchange of Hong Kong Limited" (hereinafter referred to as the "Hong Kong Listing Rules", and the "Shenzhen Stock Exchange Listing Rules" are collectively referred to as the "Listing Rules") and the Articles of Association of Wuhan Guangxun Technology Co., Ltd. (hereinafter referred to as the "Articles of Association").
Chapter 2 Composition and Powers of the Board of Directors
Article 2 The board of directors shall consist of 11 directors, including 1 chairman, 1 vice chairman and 4 independent directors. Independent directors shall account for at least one-third of the board of directors.
Article 3 The board of directors shall conscientiously perform its duties stipulated in relevant laws, regulations, securities regulatory rules of the place where the company's shares are listed, and the company's articles of association, ensure that the company abides by laws, regulations, securities regulatory rules of the place where the company's shares are listed, and the company's articles of association, treat all shareholders fairly, and pay attention to the interests of other stakeholders.
Article 4 The board of directors shall exercise the following powers in accordance with the relevant provisions of laws, regulations and the company's articles of association:
(1) Convene a shareholders’ meeting and report work to the shareholders’ meeting;
(2) Implement the resolutions of the shareholders’ meeting;
(3) Determine the company’s business plan, investment plan and annual budget and final accounts plan;
(4) Formulate the company’s profit distribution plan and loss compensation plan;
(5) Formulate the company’s shareholder return planning plan;
(6) Formulate plans for the company to increase or reduce its registered capital, issue bonds or other securities, and go public;
(7) Formulate plans for the company’s major acquisitions, acquisition of the company’s stocks, mergers, divisions, dissolutions, and changes to the company’s form;
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(8) Decide on matters such as the company’s external investment, acquisition and sale of assets, asset mortgages, external guarantees, entrusted financial management, related (connected) transactions, external donations, etc. 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 and board secretary, 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, financial controller and other senior management personnel, and decide on their remuneration, rewards and punishments;
(11) Develop the company’s basic management system;
(12) Formulate a plan to amend the Articles of Association;
(13) Management company information disclosure matters;
(14) Propose to the shareholders’ meeting to hire or change the accounting firm for the company’s audit;
(15) Listen to the work report of the company’s general manager and inspect the work of the general manager;
(16) Decide that the company will acquire the company’s shares due to the circumstances stipulated in Items (3), (5) and (6) of Article 25 of the Articles of Association;
(17) Laws, administrative regulations, departmental rules, securities regulatory rules of the place where the company's shares are listed, the company's articles of association or other powers granted by the shareholders' meeting.
Matters beyond the scope of authorization of the shareholders' meeting shall be submitted to the shareholders' meeting for review.
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 5 Except for the company's holding subsidiaries, the company does not provide guarantees for any other enterprises, units or individuals. When the board of directors considers guarantee matters, it must be reviewed and approved by more than two-thirds of the directors present at the board meeting. After the following guarantees are reviewed and approved by the board of directors, they must also be reviewed and approved by the shareholders' meeting:
(1) Any guarantee provided after the total mutual guarantee of the company and its controlled subsidiaries reaches or exceeds 50% of the latest audited net assets;
(2) Any guarantee provided after the guarantee amount exceeds 30% of the company’s latest audited total assets based on the principle of cumulative calculation within twelve consecutive months;
(3) The amount of guarantee provided by the company to others within one year exceeds 30% of the company’s latest audited total assets;
(4) Guarantees provided for guarantee objects whose asset-liability ratio exceeds 70%;
(5) A single guarantee amount exceeds 10% of the latest audited net assets;
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(6) According to the cumulative calculation principle of the guarantee amount within twelve consecutive months, it exceeds 50% of the company’s latest audited net assets, and the absolute amount exceeds 50 million yuan;
(7) After calculation of the asset ratio, profit ratio, revenue ratio, consideration ratio and equity ratio mentioned in Rule 14.07 of the Hong Kong Listing Rules, it will fall into a share transaction, major transaction, very substantial disposal or very substantial acquisition as defined in Chapter 14 of the Hong Kong Listing Rules, or a reverse takeover or extreme transaction as defined in Rules 14.06B or 14.06C of the Hong Kong Listing Rules;
(8) Other guarantees stipulated in the exchange or company's articles of association.
When the shareholders' meeting considers the guarantee matters stipulated in paragraph (2), it shall be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting.
Article 6 In order to better adapt to the needs of market competition and company development, and ensure the timely and efficient operation decisions of the company, the board of directors has the right to decide other transaction matters other than the following that should be decided by the company’s shareholders’ meeting:
(1) The total assets involved in the transaction reach 50% of the company’s latest audited total assets. If the total assets involved in the transaction have both book value and appraisal value, the higher one will be used as the calculation data;
(2) The main business income related to the transaction target (such as equity) in the most recent fiscal year reaches 50% of the company’s audited main business income in the most recent fiscal year;
(3) The net profit related to the transaction target (such as equity) in the most recent fiscal year reaches 50% of the company’s audited net profit in the most recent fiscal year;
(4) The transaction amount (including liabilities and expenses) reaches 50% of the company’s latest audited net assets;
(5) The profit generated from the transaction reaches 50% of the company’s audited net profit in the most recent fiscal year;
(6) A single related (connected) transaction between the company and a related (connected) party, as well as a related (connected) transaction agreement between the company and a related (connected) party on the same subject or the cumulative amount of related (connected) transactions reached between the company and the same related (connected) party within 12 consecutive months is more than 30 million yuan and accounts for more than 5% of the company's most recent audited net asset value;
(7) The total annual borrowing amount exceeds 50% of the company’s latest audited net asset value.
If the data involved in the calculation of the above indicators is negative, its absolute value will be used for calculation.
Transaction matters in this paragraph refer to: purchase or sale of assets; external investment (including entrusted financial management, entrusted loans, venture capital, etc.); provision of financial assistance; leasing or leasing assets; signing management contracts (including entrusted operation, entrusted operation, etc.); donating or receiving assets; restructuring of claims or debts; transfer of research and development projects; signing of licensing agreements. The above purchased and sold assets do not include the sale of products, commodities and other assets related to daily operations, but asset replacement
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Those involving the purchase and sale of such assets are still included.
If a subsidiary of the company that directly or indirectly holds more than 50% of the shares occurs in the situation described in this article, it will be regarded as the company's behavior. Notwithstanding the above provisions, if the company's transactions may constitute related/connected transactions and/or transactions that require disclosure under the securities regulatory rules of the place where the company's shares are listed, the company must implement them in accordance with relevant laws, regulations, normative documents, and the securities regulatory rules of the place where the company's shares are listed.
Chapter 3 Rights, Obligations and Responsibilities of Directors
Article 7 A director of a company is a natural person and cannot serve as a director of the company under 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 due to 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 five years, and he is sentenced to probation, the probation period has not expired for two years;
(3) Serving as a director, 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 three 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 three 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) Being banned from the securities market by the China Securities Regulatory Commission and the time limit has not expired;
(7) Being publicly determined by the stock 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, departmental rules or securities regulatory rules of the place where the company's shares are listed. If a director is elected or appointed in violation of the provisions of this article, the election, appointment or appointment shall be invalid. If a director encounters the circumstances described in this article during his term of office, the company will remove him from office and stop him from performing his duties.
Article 8 Directors may concurrently serve as senior managers, 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 9 Directors may resign before the expiration of their term of office. Directors who resign should submit a written resignation report to the company, explaining any circumstances related to their resignation or that they deem necessary to attract the attention of the company's shareholders and creditors. The resignation will take effect on the date the company receives the resignation report, and the company will disclose the relevant circumstances within two trading days. The company should disclose the reasons for the resignation of independent directors and matters of concern. If due to the resignation of a director, the board of directors or its special committee
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If the proportion of independent directors does not comply with laws and regulations, the securities regulatory rules of the place where the company's shares are listed, or the Articles of Association, or if any of the independent directors lack accounting majors or have appropriate professional qualifications under Article 3.10 of the Hong Kong Listing Rules, or have accounting or related financial management expertise, the independent director who intends to resign shall continue to perform his duties until the date of the appointment of the new independent director. The company shall complete the by-election within 60 days from the date of resignation of the independent director.
Article 10 If a director's term of office expires and is not re-elected in time, until the re-elected director takes office, the original director shall still perform his duties as a director in accordance with the laws, administrative regulations, departmental rules, securities regulatory rules of the place where the company's shares are listed, and the company's articles of association.
Article 11 When a director's resignation takes effect or his term of office expires, his obligations to the company and shareholders will not be automatically lifted until the resignation report takes effect or within a reasonable period after it takes effect, and within a reasonable period after the end of his term of office. His obligation to keep the company's business secrets confidential will remain effective after the end of his term of office until the secrets become public information. The duration of other obligations shall be determined on an equitable basis, 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 Directors shall be elected or replaced by the shareholders' meeting, and may be removed from their posts by the shareholders' meeting before the expiration of their term. Directors have a three-year term and may be re-elected upon expiration of their term. However, independent directors shall not be re-elected for more than six years. Before the expiration of a director's term of office, the shareholders' meeting shall not remove him from office without reason.
The term of office of directors shall be calculated from the date of passing the resolution of the shareholders' meeting to the expiration of the term of the current board of directors.
Article 13 The shareholders' meeting adopts a cumulative voting system to elect directors. That is, the total number of votes a shareholder can cast when electing directors is equal to the number of shares held by the shareholder multiplied by the number of directors to be elected.
Shareholders may concentrate their total votes on one or several director candidates, but the cumulative number of votes cast by such shareholder shall not exceed the total number of votes it enjoys, otherwise the shareholder's vote will be invalid.
After the shareholders' meeting votes, the candidates will be elected based on the number of votes they receive, but the number of votes a candidate receives shall not be less than one-half of the number of shares represented by the shareholders present at the shareholders' meeting.
If there is a tie of votes and the number of directors who meet the conditions for election is greater than the number of directors who should be elected, the shareholders' meeting will only conduct a new round of elections for the parallel persons who caused the above situation; if the number of directors who meet the conditions for election is less than the number of directors who should be elected, re-election should be based on the difference between the number of directors who should be elected and the number of directors who are elected.
Article 14 The selection and appointment of company directors shall follow the principles of openness, fairness, impartiality and independence. During the election process of directors, the opinions of small and medium-sized shareholders should be fully reflected.
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Article 15 Directors enjoy the following rights:
(1) Attend board meetings and exercise voting rights;
(2) Represent the company in accordance with the provisions of the company's articles of association or the authorization of the board of directors;
(3) Execute company business in accordance with the provisions of the company's articles of association or the entrustment of the board of directors;
(4) Concurrently assume other leadership positions in the company in accordance with the provisions of the company's articles of association and work needs;
(5) Receive corresponding standard remuneration or allowances;
(6) Laws, regulations, securities regulatory rules of the place where the company's shares are listed, the company's articles of association and other powers granted by the shareholders' meeting.
Article 16 In addition to the powers granted to directors by relevant laws, regulations, securities regulatory rules of the place where the company's shares are listed, and the company's articles of association, independent directors also exercise the following special powers:
(1) Independently hire intermediaries to audit, consult or verify specific matters of the company;
(2) Propose to the board of directors to convene an extraordinary shareholders’ meeting;
(3) Proposing to convene a board meeting;
(4) Publicly solicit shareholder rights from shareholders in accordance with the law;
(5) Express independent opinions on matters that may damage the rights and interests of the company or small and medium-sized shareholders;
(6) Other powers stipulated in laws, administrative regulations, regulations of the China Securities Regulatory Commission, regulations of the Hong Kong Securities and Futures Commission (hereinafter referred to as the "Hong Kong Securities Regulatory Commission"), securities regulatory rules of the place where the company's shares are listed, and the Articles of Association.
The exercise of powers by independent directors in Items 1 to 3 of the preceding paragraph shall be subject to the consent of a majority of all independent directors. If an independent director exercises the powers listed in paragraph 1 of this article, the company shall disclose it in a timely manner. If the above powers cannot be exercised normally, the company shall disclose the specific circumstances and reasons.
The company shall bear the expenses required by independent directors when hiring professional institutions to exercise their powers.
The company shall provide convenience and support for the convening of special meetings of independent directors.
The Chairman of the Board shall hold at least one meeting annually with the independent directors without other directors present.
Article 17 Directors shall abide by laws, administrative regulations, securities regulatory rules of the place where the company's shares are listed, and the company's 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:
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(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) You shall not take advantage of your position to seek business opportunities belonging to the company for yourself or others, unless you report to the board of directors or the shareholders' meeting and pass the resolution of the shareholders' meeting, or the company is unable to take advantage of the business opportunities in accordance with laws, administrative regulations, securities regulatory rules of the place where the company's shares are listed, 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, no business of the same type as that of the company may be operated for oneself or for others;
(7) You shall not accept commissions from other people’s transactions with the company and keep them as your own;
(8) Company secrets shall not be disclosed without authorization;
(9) Shall not use its associated (connected) relationships to harm the interests of the company;
(10) Other loyalty obligations stipulated in laws, administrative regulations, departmental rules, securities regulatory rules of the place where the company's shares are listed, and the Articles of Association.
(11) Confidential information related to the company obtained during the term of office shall not be disclosed without the informed consent of the shareholders' meeting; however, the information may be disclosed to the court or other competent government authorities under the following circumstances: 1. As stipulated by law;
Public interests require it;
The director’s own legitimate interests require it.
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 be liable 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 (connected) persons who have other related (connected) relationships with directors and senior managers, enter into contracts or conduct transactions with the company.
Article 18 Directors shall abide by the laws, administrative regulations, securities regulatory rules of the place where the company's shares are listed and the company's articles of association, have a duty of diligence to the company, and shall exercise the reasonable care normally due to managers in the best interests of the company when performing their duties.
Directors have the following diligence obligations towards the company:
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(1) The rights granted by the company should be exercised prudently, conscientiously and diligently to ensure that the company’s business activities comply with national laws, administrative regulations, securities regulatory rules of the place where the company’s stocks are listed, and the requirements of 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 of the company’s periodic reports should be signed. 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, securities regulatory rules of the place where the company's shares are listed, and the Articles of Association.
Article 19 The following matters shall be submitted to the board of directors for review after being approved by more than half of all independent directors of the company:
(1) Related party (connected) transactions that should be disclosed;
(2) Plans for the company and relevant parties to change or waive their commitments;
(3) The decisions made and measures taken by the board of directors of the acquired company regarding the acquisition;
(4) Other matters stipulated in laws, administrative regulations, regulations of the China Securities Regulatory Commission, regulations of the Hong Kong Securities Regulatory Commission, securities regulatory rules of the place where the company's shares are listed, and the company's articles of association.
Independent directors should express one of the following types of opinions on the above matters: agreement; reserved opinions and reasons; objections and reasons; inability to express opinions and their obstacles. The opinions expressed should be clear and clear.
If the relevant matters are matters that need to be disclosed, the company shall announce the opinions of the independent directors. When the independent directors have differences of opinion and cannot reach an agreement, the board of directors shall separately disclose the opinions of each independent director.
Article 20 Directors shall implement the following avoidance system:
(1) His/her spouse, parents, children and major social connections shall not be arranged to serve in the company’s leadership team;
(2) His/her spouse, parents, children, and major social relations shall not be arranged to serve as persons in charge of the company’s office, personnel, finance, auditing and other departments;
(3) His/her spouse, parents, children and major social relations shall not be arranged to serve as the main persons in charge of subordinate enterprises.
Chapter 4 Authority of the Chairman
Article 21 The chairman of the board of directors is the legal representative of the company.
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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) 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;
(7) Other powers granted by the board of directors, other powers stipulated in the securities regulatory rules of the place where the company's shares are listed, and other powers that should be exercised by the legal representative.
Article 23 In order to better adapt to the needs of market competition and company development, and ensure the timely and efficient operation of the company's business decisions, the board of directors, during the inter-session period, shall review and approve the following transactions by the chairman of the board, the general manager or the relevant departments authorized by them in accordance with the decision-making plan authorized by the company's board of directors and relevant internal decision-making processes:
(1) The total assets involved in the transaction account for less than 10% of the company’s latest audited total assets. If the total assets involved in the transaction have both book value and appraised value, whichever is higher;
(2) The operating income related to the transaction object (such as equity) in the most recent fiscal year accounts for less than 10% of the company’s audited operating income in the most recent fiscal year;
(3) The net profit related to the transaction object (such as equity) in the most recent fiscal year accounts for less than 10% of the company’s audited net profit in the most recent fiscal year;
(4) The transaction amount (including liabilities and expenses) accounts for less than 10% of the company’s latest audited net assets;
(5) The profit generated from the transaction accounts for less than 10% of the company’s audited net profit in the most recent fiscal year;
(6) The net assets involved in the transaction target (such as equity) account for less than 10% of the company’s latest audited net assets. If the net assets involved in the transaction have both book value and appraisal value, whichever is higher;
(7) The total amount of related transactions between the company and related natural persons is less than 300,000 yuan; the total amount of related transactions between the company and related legal persons is less than 3 million yuan, or the proportion of related transactions that account for less than 0.5% of the absolute value of the company’s latest audited net assets;
(8) The single amount or the cumulative amount within 12 consecutive months accounts for 5% of the company’s most recent audited net asset value
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The following mortgages or external guarantees;
(9) Individual loan contracts within the total annual loan amount approved by the board of directors.
Transaction matters in this paragraph refer to: purchase or sale of assets; external investment (including entrusted financial management, entrusted loans, venture capital, etc.); provision of financial assistance; leasing or leasing assets; signing management contracts (including entrusted operation, entrusted operation, etc.); donating or receiving assets; restructuring of claims or debts; transfer of research and development projects; signing of licensing agreements. The above-mentioned purchased and sold assets do not include the sale of products, commodities and other assets related to daily operations, but the purchase and sale of such assets in the asset replacement are still included.
The decision-making matters and implementation status of the chairman and general manager within the above authority shall be reported to the board of directors at the next board meeting.
Article 24 The vice chairman of the company assists the chairman of the board of directors in his work. When the chairman of the board of directors is unable to perform his duties, the vice chairman of the board of directors shall perform his duties. If the vice 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 Board of Directors Working Procedures
Section 1 Investment Decision-making Process
Article 25 The board of directors entrusts the general manager of the company to organize relevant departments and personnel to formulate the company's medium and long-term development plans, annual investment plans and major investment plans, and submit them to the board of directors.
Article 26 The chairman presides over the deliberation of the board of directors and submits a deliberation report; before the board of directors deliberation, the board of directors may request the Strategy and Sustainable Development Committee to provide advisory opinions as necessary.
Article 27 The board of directors shall formulate a resolution of the board of directors based on the review report; if it is subject to approval by the shareholders' meeting, the resolution shall be submitted to the shareholders' meeting for review.
Article 28 The general manager is responsible for organizing the specific implementation of resolutions.
Section 2 Financial Work Procedures
Article 29 The board of directors entrusts the general manager of the company to organize relevant departments and personnel to formulate the company's annual financial budget plan, final account plan, profit distribution plan, loss compensation and other plans, and submit them to the board of directors.
Article 30 The chairman presides over the board of directors meeting to review and submit an evaluation report; before the board of directors reviews, the chairman may ask the audit committee to provide advisory opinions as necessary.
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Article 31 Based on the evaluation report, the board of directors will formulate a plan and submit it to the shareholders' meeting for review; after review and approval by the shareholders' meeting, the general manager will be responsible for organizing the specific implementation.
Article 32: For other financial plans that the board of directors can decide on its own based on its authority, the general manager shall organize relevant departments and personnel to formulate plans and submit them to the board of directors for review. After the resolution is passed, the general manager shall be responsible for organizing the specific implementation.
Section 3 Work Procedures for Major Matters
Article 33 The chairman of the board of directors shall preside over the board of directors meeting, conduct research on relevant matters and judge their feasibility; if necessary, he may first ask the strategy and sustainable development committee to provide consultation opinions.
Article 34 If approval is required by the shareholders' meeting, the board of directors shall review and formulate a resolution and submit it to the shareholders' meeting for review. Those that do not require the approval of the shareholders' meeting shall be reviewed and approved by the board of directors and a resolution shall be formed.
After the resolution is passed, the general manager is responsible for organizing the specific implementation.
Section 4 Board of Directors Inspection Work Procedures
Article 35 During the implementation of the resolutions of the board of directors, the chairman (or the director or financial person in charge who specializes in performing the work) shall conduct follow-up inspections on the implementation of the resolutions. If any violations of the resolutions are discovered during the inspection, he may request and urge the general manager of the company to make corrections.
Chapter 6 Organizations under the Board of Directors
Section 1 Special Committee of the Board of Directors
Article 36 The company's board of directors shall set up an audit committee to exercise the powers of the board of supervisors as stipulated in the Company Law.
Article 37 The audit committee shall consist of more than three non-executive directors who do not serve as senior managers of the company. The majority of the members shall be independent directors, and accounting professionals among the independent directors (possessing appropriate professional qualifications under Article 3.10 of the Hong Kong Listing Rules, or accounting or related financial management expertise) shall serve as the convener (chairman). Employee representatives who are members of the board of directors may become members of the audit committee.
Article 38 The Audit Committee is responsible for reviewing the company's financial information and its disclosure, supervising and evaluating internal and external audit work and internal control. The following matters shall be submitted to the Board of Directors for review after being approved by more than half of all members of the Audit Committee:
(1) Disclose financial information and internal control evaluation reports in financial accounting reports and periodic reports;
(2) Employ or dismiss accounting firms that undertake the audit business of listed companies;
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(3) Appointment or dismissal of financial officers of listed companies;
(4) Changes in accounting policies, accounting estimates or correction of major accounting errors due to reasons other than changes in accounting standards;
(5) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and the Articles of Association.
Article 39 The Audit Committee shall hold at least one meeting every quarter. Extraordinary meetings can be convened when two or more members propose it, or when the convener (chairman) deems it necessary. Meetings of the Audit Committee must be attended by more than two-thirds of the members.
Resolutions made by the Audit Committee must be approved by more than half of the members of the Audit Committee.
The voting on resolutions of the Audit Committee shall be one person, one vote.
The audit committee shall produce meeting minutes in accordance with regulations when making resolutions, and the members of the audit committee who attended the meeting shall sign on the meeting minutes.
The working procedures of the Audit Committee are formulated by the Board of Directors.
Article 40 The company's board of directors shall set up other special committees such as strategy and sustainable development, nomination, remuneration and assessment, etc., to perform their duties in accordance with the Articles of Association and the authorization of the board of directors. The proposals of the special committees shall be submitted to the board of directors for review and decision. The working procedures of special committees are formulated by the board of directors. The number of independent directors in the nomination committee and the remuneration and assessment committee should be more than half or reach other proportions required by the securities regulatory rules of the place where the company's shares are listed, and the independent directors should serve as the convener (chairman).
Article 41 The main responsibilities of the Strategy and Sustainable Development Committee are:
(1) Formulate the company’s long-term development strategic plan;
(2) Supervise and verify the company’s major investment decisions;
(3) Formulate ESG policies and set ESG management goals;
(4) Supervise the implementation of ESG goals, vision and strategies;
(5) Supervise external disclosure of ESG;
(6) Responsible for laws and regulations, company articles of association and other matters authorized by the board of directors.
Article 42 The main responsibilities of the audit committee are:
(1) Guide the construction of the company’s risk management system, internal control system, compliance management system and accountability system for illegal operations and investments;
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(2) Supervise and evaluate external audit work, and propose to hire or replace external audit institutions;
(3) Supervise and evaluate internal audit work, and be responsible for the coordination between internal audit and external audit;
(4) Supervise and evaluate the company’s internal controls;
(5) Review the company’s financial information and its disclosure;
(6) Review the company’s basic risk management and compliance management systems and annual reports;
(7) Study major matters of the company’s risk management and compliance management or provide opinions and suggestions;
(8) Supervise and evaluate the company’s compliance management work, and review the company’s implementation of compliance with laws and regulatory regulations;
(9) Responsible for laws and regulations, company articles of association and other matters authorized by the board of directors.
Article 43 The Nomination Committee is responsible for formulating the selection criteria and procedures for directors and senior managers, selecting and reviewing candidates for directors and senior managers and their qualifications, and making recommendations to the board of directors on the following matters:
(1) Nominate or appoint or remove directors;
(2) Appoint or dismiss senior managers;
(3) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and the Articles of Association.
If the board of directors fails to adopt the recommendations of the nomination committee or does not fully adopt them, it shall record the opinions of the nomination committee and the specific reasons for failure to adopt them in the board resolution and disclose them.
Article 44 The Remuneration and Appraisal Committee is responsible for formulating and conducting assessment standards for directors and senior managers, formulating and reviewing remuneration policies and plans such as the remuneration determination mechanism, decision-making process, payment and stop-payment recourse arrangements for directors and senior managers, and making recommendations to the board of directors on the following matters:
(1) Remuneration of directors and senior managers;
(2) Formulating or changing equity incentive plans and employee stock ownership plans, and achievements in granting benefits to incentive targets and conditions for exercising their rights;
(3) Directors and senior managers arrange shareholding plans for the subsidiaries to be spun off;
(4) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and the Articles of Association.
If the board of directors fails to adopt the recommendations of the remuneration and appraisal committee or does not fully adopt them, it shall record the opinions of the remuneration and appraisal committee and the specific reasons for failure to adopt them in the resolution of the board of directors and disclose them.
Article 45 Each special committee may hire an intermediary agency to provide professional advice, and the relevant costs shall be borne by the company.
Board of Directors Rules of Procedure
Article 46 Each special committee shall be responsible to the board of directors, and the proposals of each special committee shall be submitted to the board of directors for review and resolution.
Section 2 Board Secretary’s Office
Article 47 The Board of Directors shall set up the Office of the Secretary of the Board of Directors to handle the daily affairs of the Board of Directors.
Article 48 The Office of the Secretary to the Board of Directors is led by the Secretary to the Board of Directors of the Company and shall assist the Secretary to the Board of Directors in completing the following tasks:
(1) Secretarial services such as daily affairs of the company’s shareholders’ meeting and board of directors;
(2) Responsible for the organization, arrangements and services of various meetings convened by the company’s shareholders’ meeting and board of directors;
(3) Accept various proposals proposed by shareholders, directors and operating management departments, and submit them to the board of directors for discussion in accordance with prescribed procedures;
(4) Responsible for drafting reports, resolutions, decisions, outlines, notices, notifications, announcements and other documents of the company’s shareholders’ meeting and board of directors;
(5) Responsible for the file management of the company’s shareholders’ meeting, board of directors and company-related documents;
(6) Manage the company’s information disclosure work;
(7) Responsible for researching, organizing, and compiling relevant information and materials required by the company’s shareholders’ meeting and board of directors;
(8) Responsible for various management services of the consulting agency affiliated to the board of directors;
(9) Other work arranged by the board of directors.
Article 49 The secretary of the board of directors is a senior manager of the company, is responsible for the company and the board of directors, and is appointed by the board of directors.
Article 50 The secretary of the board of directors shall perform the following duties:
(1) Prepare and submit reports and documents issued by the board of directors and shareholders’ meetings required by relevant state departments;
(2) Organize and prepare for board of directors meetings and shareholders' meetings, participate in shareholders' meetings, board of directors meetings and senior management-related meetings, and be responsible for recording and signing of board meeting minutes;
(3) Responsible for the public release of company information, coordinating the company's information disclosure affairs, organizing and formulating the company's information disclosure management system, and urging the company and relevant information disclosure obligors to comply with relevant regulations on information disclosure;
(4) Responsible for the confidentiality of company information disclosure, and promptly report and disclose to the exchange when major undisclosed information is leaked;
Board of Directors Rules of Procedure
(5) Responsible for investor relations management and coordinating information communication between the company and securities regulatory agencies, investors, securities service agencies, media, etc.;
(6) Pay attention to media reports and proactively verify the authenticity of the reports, and urge the company’s board of directors to respond to exchange inquiries in a timely manner;
(7) Organize company directors and senior managers to conduct training on relevant laws, administrative regulations, etc., and assist the aforementioned personnel in understanding their respective responsibilities in information disclosure;
(8) Responsible for the company's equity management affairs, keeping the information on the company's directors, senior managers, controlling shareholders and their directors and senior managers holding shares of the company, and being responsible for disclosing changes in the company's directors and senior managers' shareholdings;
(9) Ensure that those who have the right to obtain relevant records and documents of the company obtain relevant documents and records in a timely manner;
(10) Make the company’s directors and senior managers clarify their responsibilities and the relevant national laws, regulations, rules, policies, and company articles of association that they should abide by;
(11) Assist the board of directors in exercising its powers. When the board of directors violates relevant provisions of laws, regulations, rules, policies, and the company's articles of association, it shall raise objections in a timely manner;
(12) Provide consultation and suggestions for the company’s major decisions;
(13) Handle relevant matters between the company and investors;
(14) Other duties stipulated in the company's articles of association and the Listing Rules.
Article 51 The company shall provide convenient conditions for the board secretary to perform his duties, and directors, other senior managers and relevant staff shall support and cooperate with the board secretary's work.
In order to perform his duties, the secretary of the board of directors has the right to understand the company's financial and operating conditions, participate in relevant meetings involving information disclosure, review all documents involving information disclosure, and require relevant departments and personnel of the company to provide relevant materials and information in a timely manner.
If the secretary of the board of directors is unduly hindered or seriously obstructed in the performance of his duties, he may report directly to the relevant securities regulatory authority.
Article 52 The secretary to the board of directors shall have more than five years of work experience in finance, accounting, auditing, legal compliance, financial practice or other work related to the performance of the duties of the board secretary, or obtain a legal professional qualification certificate and have more than five years of work experience, or obtain a certified public accountant certificate and have more than five years of work experience, and have good professional ethics and personal qualities, be familiar with securities laws and regulations and the business rules of the stock exchange, and obtain a certificate from the Shenzhen Securities Exchange
Board of Directors Rules of Procedure
Board Secretary Training Certificate issued by the Exchange. Persons with any of the following circumstances shall not serve as secretary of the board of directors:
(1) The circumstances specified in Article 178 of the Company Law exist;
(2) There are any circumstances that stipulate in the Articles of Association that prohibit the person from serving as a director or senior manager;
(3) Has been subject to administrative penalties by the China Securities Regulatory Commission or taken administrative supervision and management measures more than three times in the past 36 months;
(4) Received public condemnation from the stock exchange or three or more notifications of criticism in the past 36 months;
(5) The China Securities Regulatory Commission has adopted measures prohibiting the person from serving as a director or senior manager of a listed company from the securities market or the time limit has not yet expired, and the stock exchange has publicly determined that he is not suitable to serve as a director or senior manager of a listed company or the time limit has not yet expired;
(6) Other situations stipulated in laws, regulations and stock exchange business rules.
Article 53 The company shall appoint a secretary to the board of directors within three months after the initial public offering of stocks is listed, or within three months after the original secretary of the board of directors leaves the company.
Article 54 The company shall hire securities affairs representatives and establish a working department in charge of the board secretary to provide necessary guarantees for the board secretary to perform his duties in accordance with the law.
Article 55 The company shall have sufficient reasons for dismissing the secretary of the board of directors, and shall not dismiss him without reason.
When the secretary of the board of directors is dismissed or resigns, the company shall make a timely announcement and explain the reasons.
The secretary of the board of directors has the right to submit a personal statement to the securities regulatory agency regarding improper dismissal from the company or circumstances related to resignation.
Article 56 If the secretary of the board of directors has any of the following circumstances, the board of directors shall immediately convene a meeting to decide whether to dismiss him or her after the board of directors knows or should know of the fact:
(1) Any of the situations stipulated in Article 52 occurs;
(2) Unable to perform duties for more than three consecutive months;
(3) There are major errors or omissions in the performance of duties, causing major losses to the company and investors or having a major impact on the company;
(4) Other violations of laws and regulations, stock exchange business rules, company articles of association, internal management systems, etc., causing significant losses to the company and investors or having a significant impact on the company.
If the board secretary is dismissed or resigns, the company shall promptly report to the stock exchange, explain the reasons and make an announcement.
Board of Directors Rules of Procedure
The secretary of the board of directors may submit a personal statement report to the stock exchange regarding wrongful dismissal from the company or circumstances related to resignation.
Article 57 Before leaving office, the secretary of the board of directors shall accept the resignation review of the board of directors and hand over all relevant archive materials, ongoing affairs and other remaining issues.
After the secretary of the board of directors is dismissed or resigns, he shall still bear the responsibilities of the secretary of the board of directors until he has not fulfilled his reporting and announcement obligations, or has not completed the resignation review, file transfer and other procedures.
If the board secretary is dismissed or resigns, the company shall complete the appointment of the board secretary within three months. During the vacancy of the Board Secretary, the Chairman shall act as the Board Secretary.
Chapter 7 Board of Directors Meeting System
Section 1 Regular Meeting
Article 58 Board meetings are divided into regular meetings and extraordinary meetings.
Article 59 The board of directors shall hold at least four regular meetings every year.
Section 2 Proposal for Regular Meetings
Article 60 Before issuing a notice to convene a regular meeting of the board of directors, the office of the secretary of the board of directors shall solicit the opinions of each director one by one, and initially formulate a meeting proposal and submit it to the chairman of the board for formulation. Before formulating a proposal, the chairman shall seek the opinions of managers and other senior managers as necessary.
Section 3 Extraordinary Meeting
Article 61 If any of the following circumstances occurs, the board of directors shall convene a temporary meeting:
(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) When required by the securities regulatory authorities;
(8) Other circumstances stipulated in the Company's Articles of Association.
Board of Directors Rules of Procedure
Section 4 Proposal Procedure for Extraordinary Meetings
Article 62 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 office of the secretary of the board of directors 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.
Article 63 The content of the proposal shall comply with the securities regulatory rules of the place where the company's shares are listed and shall fall within the scope of authority of the board of directors stipulated in the company's Articles of Association. Materials related to the proposal shall be submitted together.
Article 64 After receiving the above written proposal and relevant materials, the Office of 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 65 The chairman of the board of directors shall convene a board meeting and preside over the meeting within ten days after receiving the proposal or the request of the securities regulatory department.
Section 5 Convening and Hosting the Meeting
Article 66 Board of Directors meetings shall be convened and presided over by the Chairman; if the Chairman is unable or fails to perform his duties, the Vice Chairman shall convene and preside over them; if the Vice Chairman is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall be convened and presided over.
Section 6 Meeting Notice
Article 67 When convening regular meetings and extraordinary meetings of the board of directors, the office of the board secretary shall submit written meeting notices stamped with the seal of the board secretary's office fourteen days and five days in advance respectively to all directors, managers, and board secretaries by direct delivery, fax, email, or other means. If it is not delivered directly, it should also be confirmed by phone and corresponding records should be made.
Article 68 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 can be held at any time by phone or
Board of Directors Rules of Procedure
Notice of meeting may be issued by other oral means, but the convener (chairman) shall make an explanation at the meeting.
Section 7 Contents of Meeting Notice
Article 69 The written notice of meeting shall at least include the following contents:
(1) Time and place of the meeting;
(2) How the meeting is held;
(3) Matters to be considered (meeting proposals);
(4) The convenor (chairman) and moderator of the meeting, the proposer of the extraordinary meeting and his or her written proposal;
(5) Meeting materials necessary for directors’ voting;
(6) The requirement that directors should attend the meeting in person or entrust other directors to attend the meeting on their behalf;
(7) Contact person and contact information;
(8) Date of issuance of notice.
Article 70 The notice of oral meeting shall at least include the contents of items (1) and (2) above, as well as the explanation that the emergency situation requires convening an extraordinary meeting of the board of directors as soon as possible.
Section 8 Changes in Meeting Notice
Article 71 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 three days, the meeting date shall be postponed accordingly or held on the original date after obtaining the written approval of all directors present at the meeting.
Article 72 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 the meeting proposals, the approval of all directors attending the meeting must be obtained in advance and corresponding records must be made.
Section 9 Convening of the meeting
Article 73 A board meeting can only be held if more than half of the directors are present. When the relevant director refuses to attend a meeting or is too lazy to attend a meeting, resulting in the inability to meet the minimum number of people required to convene the meeting, the chairman of the board and the secretary of the board of directors shall report to the regulatory authorities in a timely manner.
Article 74 The general manager and the secretary of the board of directors shall attend the board of directors meetings. If the meeting host deems it necessary,
Board of Directors Rules of Procedure
Other relevant personnel may be notified to attend board meetings.
Section 10. Attendance in person and by proxy
Article 75 If a director fails to attend in person or entrust other directors to attend board meetings for two consecutive times, he shall be deemed to be unable to perform his duties, and the board of directors shall recommend his removal to the shareholders' meeting. Independent directors shall attend board meetings in person. If he is unable to attend the meeting in person for some reason, the independent director shall review the meeting materials in advance, form a clear opinion, and authorize other independent directors in writing to attend on his behalf. 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 76 The power of attorney shall state:
(1) Names and ID numbers of the principal and trustee;
(2) The reason why the client cannot attend the meeting;
(3) Agency matters and validity period;
(4) The client’s brief opinions on each proposal;
(5) The scope of authorization of the principal and instructions on the intention to vote on the proposal;
(6) Signatures, dates, etc. of the principal and trustee.
Article 77 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 78 Directors attending meetings on their behalf shall exercise their rights within the scope of authorization. If a director fails to attend a board meeting or appoint a representative to attend, he shall be deemed to have given up his right to vote at the meeting.
Section 11 Restrictions on proxy attendance
Article 79 The following principles shall be followed when entrusting and entrusting persons to attend board meetings:
(1) When reviewing related (connected) transactions, non-related (connected) directors shall not entrust related (connected) directors to attend on their behalf; related (connected) directors shall not accept the entrustment of non-related (connected) 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 them with full power without stating their personal opinions and voting intentions on the proposals.
Board of Directors Rules of Procedure
Other directors shall attend the meeting on their behalf, and the relevant directors shall not accept carte blanche or entrustment with 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 two other directors to attend the meeting on his behalf.
Section 12 How to hold meetings
Article 80 In principle, board meetings shall be held on site. When necessary, on the premise of ensuring that directors can fully express their opinions, and with the consent of the convener (chairman, host) and proposer, voting can also be held by video, telephone, fax or email voting. Board meetings can also be held in person and simultaneously with other methods.
Article 81 If the meeting is not held on-site, the number of directors attending the meeting will be calculated based on the directors present on video, the directors who expressed opinions in 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.
Section 13 Meeting Review Procedure
Article 82 The chairperson of the meeting shall ask the directors attending the board meeting one by one to express clear opinions on each proposal.
Article 83 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.
Article 84 If a director repeatedly speaks on the same proposal and his speech exceeds the scope of the proposal, thereby affecting other directors' speeches or hindering the normal progress of the meeting, the meeting moderator shall stop it in a timely manner.
Article 85 Except with the unanimous consent of all directors present at the meeting, the board meeting shall not vote on proposals not included in the meeting notice.
Section 14 Express your opinions
Article 86 Directors shall carefully read relevant meeting materials and express opinions independently and prudently based on a full understanding of the situation.
Article 87 Directors may obtain the information necessary for decision-making from the office of the secretary of the board of directors, the convener of the meeting (chairman), the general manager 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 discuss matters with the meeting.
The Board's Rules of Procedure explain the situation.
Section 15 Meeting Voting
Article 88 A board meeting can only be held when more than half of the directors are present. Resolutions made by the board of directors must be approved by more than half of all directors.
Article 89 After the proposals have been fully discussed, the moderator shall promptly request the directors present to vote on the proposals one by one.
Voting at the meeting shall be based on one person, one vote, and shall be conducted in a registered and written manner.
When voting on a certain issue, if the votes for and against are equal, the issue can be retained for voting at the next board meeting.
Article 90 The voting method for resolutions of the board of directors is: voting by show of hands or voting by registered vote.
On the premise of ensuring that directors can fully express their opinions, extraordinary meetings of the board of directors can be held by fax and resolutions must be made and signed by the participating directors.
Article 91 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 require the director concerned to make a new choice. Those who refuse to make a choice shall be deemed to have abstained from voting; those who leave the meeting midway without returning without making a choice shall be deemed to have abstained from voting.
Section 16 Statistics of Voting Results
Article 92 After the voting of the directors attending the meeting is completed, the securities affairs representative and the relevant staff of the office of the secretary of the board of directors shall collect the 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 or other directors.
Article 93 If a meeting is held on-site, the host of the meeting shall announce the statistical results on the spot; in other cases, the host 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.
Article 94 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.
Section 17 Formation of Resolution
Board of Directors Rules of Procedure
Article 95 Except for the circumstances stipulated in 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.
Article 96 In accordance with the provisions of the company's Articles of Association, the board of directors must make resolutions on guarantee matters within the scope of its authority. In addition to the consent of more than half of all directors of the company, it must also obtain the consent of more than two-thirds of the directors present at the meeting.
Article 97 If there is any conflict in content or meaning between different resolutions, the resolution formed later shall prevail.
Section 18 Avoiding voting
Article 98 If the following circumstances occur, directors shall abstain from voting on relevant proposals:
(1) Circumstances under which directors should recuse themselves as stipulated in the Listing Rules;
(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 related (connected) relationship with the enterprise involved in the meeting proposal.
Article 99 If a director abstains from voting, the director shall not exercise the right to vote on the resolution, nor may he exercise the right to vote on behalf of other directors. Relevant board meetings can be held if more than half of the unrelated (connected) directors are present, and resolutions must be passed by more than half of the unrelated (connected) directors. If the number of unrelated (connected) 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.
Section 19 Do not exceed your authority
Article 100 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.
Section 20 Special Provisions on Profit Distribution and Capital Reserve Conversion into Share Capital
Article 101 If the board of directors meeting needs to make resolutions on the company's profit distribution and capital reserve conversion into share capital, but the certified public accountant has not yet issued a formal audit report, the meeting shall first make a resolution based on the draft audit report provided by the certified public accountant (other financial data except profit distribution and capital reserve conversion into share capital have been determined), and then make a resolution on relevant matters after the certified public accountant issues a formal audit report.
Section 21 What to do if the proposal is not passed
Board of Directors Rules of Procedure
Article 102 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.
Section 22 Suspension of voting
Article 103 If more than one-half of the participating directors or two or more independent directors believe that the proposal is unclear or unspecific, or that they are unable to make judgments on relevant matters due to insufficient meeting materials or other reasons, the chairperson of the meeting shall request the meeting to postpone voting on the issue.
Directors who propose to suspend voting should set clear requirements for the conditions that should be met for the proposal to be submitted again for consideration.
Section 23 Meeting Minutes
Article 104 The secretary of the board of directors shall arrange for the staff of the office of the secretary of the board of directors to record the meetings of the board of directors. Meeting minutes should include the following:
(1) The session of the meeting and the time, place and method of convening;
(2) Issuance of meeting notices;
(3) Meeting convenor and host;
(4) Directors’ attendance in person and on entrustment;
(5) Description of the meeting procedures and convening circumstances;
(6) The proposals reviewed at the meeting, the key points and main opinions of each director on relevant matters, and the intention to vote on the proposals;
(7) The voting method and voting results for each proposal (specify the specific number of votes for, against, and abstentions);
(8) Other matters that the directors attending the meeting think should be recorded.
Section 24 Meeting Minutes and Resolution Records
Article 105 In addition to meeting minutes, the Secretary of the Board of Directors may also arrange for the staff of the Office of the Secretary of the Board of Directors to prepare concise minutes of the meeting, and prepare separate resolution records for the resolutions formed at the meeting based on the statistical voting results.
Section 25 Signature of Directors
Article 106 The directors attending the meeting shall sign and confirm the meeting minutes, meeting minutes and resolution records on their own behalf and on behalf of the directors who entrusted them to attend the meeting on their behalf. If directors have different opinions on meeting minutes, minutes or resolutions, they may
The rules of procedure of the board of directors shall be stated in writing upon signature. When necessary, it should be reported to the regulatory authorities in a timely manner, and a public statement can also be made.
Article 107 If a director fails to sign for confirmation in accordance with the provisions of the preceding paragraph, or fails to provide a written explanation of his or her different opinions, or to report to the regulatory authorities or make a public statement, he shall be deemed to have fully agreed with the contents of the meeting minutes, meeting minutes and resolution records.
Section 26 Resolution Announcement
Article 108 Announcement of board resolutions shall be handled by the secretary of the board of directors in accordance with relevant laws and regulations and the relevant provisions of the securities regulatory rules of the place where the company's shares are listed. Before the announcement of the resolution is disclosed, the participating directors, meeting attendees, record-keeping and service personnel, etc. have the obligation to keep the content of the resolution confidential.
Section 27 Implementation of Resolutions
Article 109 The chairman of the board of directors shall urge relevant personnel to implement the resolutions of the board of directors, inspect the implementation of the resolutions, and report the implementation of the resolutions that have been formed at subsequent board meetings.
Section 28 Preservation of meeting files
Article 110 Board meeting files, including meeting notices and materials, meeting sign-in books, power of attorney for directors to attend on their behalf, meeting recording materials, voting votes, meeting minutes signed and confirmed by attending directors, meeting minutes, resolution records, resolution announcements, etc., shall be kept by the secretary of the board of directors.
Article 111 The archives of board of directors meetings shall be kept for 10 years.
Chapter 8 Supplementary Provisions
Article 112 The term “announcement or notification” as mentioned in these Rules refers to the publication of relevant information disclosure content in newspapers and periodicals designated by the China Securities Regulatory Commission, the Hong Kong Securities Regulatory Commission and the Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”). If the announcement or notice is lengthy, the company may choose to make a summary disclosure of the relevant content in newspapers and periodicals designated by the China Securities Regulatory Commission, the Hong Kong Securities Regulatory Commission and the Hong Kong Stock Exchange, but the full text shall be published simultaneously on the websites designated by the China Securities Regulatory Commission, the Hong Kong Securities Regulatory Commission and the Hong Kong Stock Exchange.
Article 113 The supplementary notice of shareholders’ meeting referred to in these rules shall be announced in the same designated newspaper and periodical that publishes the meeting notice.
Article 114 The terms "above" and "within" used in these rules include the original number; "over", "under", "more than"
The rules of procedure for the Board of Directors are at" and "below", excluding this number.
Article 115 These Rules shall be formulated by the Board of Directors and submitted to the shareholders’ meeting for approval, and shall take effect from the date when the H shares issued by the Company are listed on the Stock Exchange of Hong Kong Limited.
Article 116 These rules shall be interpreted by the board of directors. For the avoidance of doubt, the meaning of “independent director” in these Rules is consistent with the meaning of “independent non-executive director” in the Hong Kong Listing Rules.
Article 117 If these rules conflict with laws, regulations, securities regulatory rules of the place where the company's shares are listed, and the company's articles of association, the laws, regulations, securities regulatory rules of the place where the company's shares are listed, and the company's articles of association shall be implemented.
Board of Directors of Wuhan Guangxun Technology Co., Ltd.
September 5, 2026