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Jiangsu Shentong: Rules of Procedure for the Board of Directors

  • Categories:Company policy
  • Author:
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  • Time of issue:2012-06-08 14:35
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(Summary description)In order to further standardize the discussion methods and decision-making procedures of the company's board of directors, urge 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", "Securities Law", "Governance Guidelines for Listed Companies", etc. For relevant regulations, this rule is formulated.

Jiangsu Shentong: Rules of Procedure for the Board of Directors

(Summary description)In order to further standardize the discussion methods and decision-making procedures of the company's board of directors, urge 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", "Securities Law", "Governance Guidelines for Listed Companies", etc. For relevant regulations, this rule is formulated.

  • Categories:Company policy
  • Author:
  • Origin:
  • Time of issue:2012-06-08 14:35
  • Views:
Information

Jiangsu Shentong Valve Co., Ltd.

Board of Directors Rules of Procedure

(Revised by the Ninth Session of the First Session of the Board of Directors)

Article 1 Purpose

In order to further standardize the discussion methods and decision-making procedures of the company's board of directors, urge 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", "Securities Law", "Governance Guidelines for Listed Companies", etc. For relevant regulations, this rule is formulated.

Article 2 Office of the Board of Directors

The board of directors office is set up under the board of directors to handle the daily affairs of the board of directors.

The secretary of the board of directors is the person in charge of the office of the board of directors, and keeps the seal of the board of directors and the office of the board of directors.

Article 3 Regular meetings

Board meetings are divided into regular meetings and ad hoc meetings.

The board of directors shall hold a regular meeting at least once in each of the two semi-years.

Article 4 Proposals for regular meetings

Before issuing a notice for convening a regular meeting of the board of directors, the office of the board of directors shall fully solicit the opinions of all directors, and submit the proposal to the chairman of the board for drafting after the initial meeting proposal.

The chairman of the board shall seek the opinions of the general manager and other senior managers as necessary before drawing up a proposal.

Article 5 Extraordinary Meeting

In any of the following circumstances, the board of directors shall convene an extraordinary meeting:

(1) When a shareholder representing more than one-tenth of the voting rights proposes;

(2) When more than one-third of the directors jointly propose;

(3) When the board of supervisors proposes;

(4) When the chairman deems it necessary;

(5) When more than half of the independent directors propose;

(6) When the general manager proposes;

(7) When required by the securities regulatory authority;

(8) Other circumstances stipulated in the "Articles of Association" of the company.

Article 6 Proposal Procedure for Extraordinary Meeting

If an interim meeting of the board of directors is proposed in accordance with the provisions of the preceding article, a written proposal signed (stamped) by the proponent shall be submitted through the office of the board of directors or directly to the chairman of the board. The following items should be stated in the written proposal:

(1) The name of the proposer;

(2) The reason for the proposal or the objective reason on which the proposal is based;

(3) Propose the time or time limit, place and method of the meeting;

(4) Clear and specific proposals;

(5) The contact information of the proposer and the date of proposal, etc.

The content of the proposal should fall within the scope of the board of directors' powers as stipulated in the company's "Articles of Association", and materials related to the proposal should be submitted together.

After receiving the above-mentioned written proposal and related materials, the office of the board of directors shall forward it to the chairman of the board on the same day. If the chairman of the board considers that the content of the proposal is unclear, specific, or the relevant materials are insufficient, he may request the proponent to modify or supplement it.

The chairman of the board of directors shall convene and preside over the meeting of the board of directors within ten days after receiving the proposal or the request of the securities regulatory authority.

Article 7 Convening and presiding of meetings

The board meeting is convened and presided over by the chairman; if the chairman is unable to perform his duties or fails to perform his duties, more than half of the directors shall jointly elect a director to convene and preside.

Article 8 Notice of Meeting

To hold regular and ad hoc meetings of the board of directors, the office of the board of directors shall submit a written notice of the meeting with the seal of the office of the board of directors to all directors, supervisors, and general manager by direct delivery, fax, e-mail or other methods, ten and five days in advance, respectively. , Secretary of the Board of Directors. In the case of non-direct delivery, confirmation should be made over the 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 notice of the meeting may be issued by telephone or other oral methods at any time, but the convener shall make an explanation at the meeting.

Article 9 Contents of the meeting notice

The written notice of the meeting should at least include the following:

(1) The time and place of the meeting;

(2) The method of holding the meeting;

(3) Matters to be considered (meeting proposals);

(4) The convener and chairperson of the meeting, the proposer of the ad hoc meeting and their written proposal;

(5) Meeting materials necessary for directors to vote;

(6) The requirement that directors should attend the meeting in person or entrust other directors to attend the meeting on their behalf;

(七) Contact person and contact information.

The notice of the oral meeting shall at least include the contents of items (1) and (2) above, as well as an explanation of the urgent need to convene an extraordinary board meeting as soon as possible.

Article 10 Change of notice of meeting

After the written meeting notice of the regular meeting of the board of directors is issued, if it is necessary to change the time, place, etc. of the meeting, or to add, change, or cancel meeting proposals, a written notice of change shall be issued three days before the original scheduled meeting date, explaining the situation and new proposals. Related content and related materials. If it is less than three days, the date of the meeting shall be postponed accordingly or the meeting shall be held on schedule after obtaining the approval of all the directors present.

After the notice of the extraordinary meeting of the board of directors is issued, if it is necessary to change the time, place and other matters of the meeting, or to add, change or cancel the meeting proposal, the approval of all the directors shall be obtained in advance and corresponding records shall be made.

Article 11 Convening of the meeting

The board meeting shall be held only when more than half of the directors are present. When the relevant directors refuse to attend or fail to attend the meeting, the chairman and the secretary of the board of directors shall report to the supervisory authority in a timely manner.

Supervisors may attend board meetings as non-voting delegates; if the general manager and board secretary are not concurrently directors, they shall attend board meetings as non-voting delegates. If the meeting host deems it necessary, he may notify other relevant persons to attend the board meeting as non-voting delegates.

Article 12 Attendance in person and delegated attendance

In principle, directors should attend the board meeting in person. If you cannot attend the meeting for some reason, you should review the meeting materials in advance, form clear opinions, and entrust other directors to attend the meeting on your behalf.

The power of attorney should state:

(1) The names of the principal and the trustee;

(2) The client's brief comments on each proposal;

(3) The scope of authorization of the client and instructions on the intention to vote on the proposal;

(4) The signature and date of the client.

If other directors are entrusted to sign a written confirmation opinion on the periodic report, special authorization shall be given in the power of attorney.

The entrusted director shall submit a written power of attorney to the meeting chairperson and state the entrusted attendance in the meeting sign-in book.

Article 13 Restrictions on delegated attendance

The entrustment and entrustment of attending board meetings shall follow the following principles:

(1) When reviewing related 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 shall not appoint non-independent directors to attend on their behalf, and non-independent directors shall not accept independent directors' entrustment;

(3) Directors shall not fully entrust other directors to attend the meeting without explaining their personal opinions and voting intentions on the proposal, and the relevant directors shall not accept discretionary powers and unclear authorizations;

(4) A director shall not accept the entrustment of more than two directors, nor shall a director entrust a director who has accepted the entrustment of two other directors to attend on his behalf.

Article 14

The board meeting shall be held on-site as the principle. When necessary, on the premise of ensuring that the directors fully express their opinions, with the consent of the convener (host) and proposer, the convening can also be held by video, telephone, fax or email voting. Board meetings can also be convened on-site and at the same time with other methods.

If it is not convened on-site, the directors present, the directors expressing opinions in the conference call, the valid votes received by fax or e-mail within the specified time limit, or the written confirmation of attending the meeting submitted by the director afterwards Calculate the number of directors attending the meeting.

Article 15 Conference review procedures

The chairperson of the meeting shall ask the directors present at the board meeting to express clear opinions on various proposals.

For proposals that require prior approval by independent directors according to regulations, the meeting host shall designate an independent director to read out the written approval opinions reached by independent directors before discussing the relevant proposals.

If a director hinders the normal progress of the meeting or affects the speech of other directors, the meeting host shall stop it in time.

Except for the unanimous consent of all the directors present, the board meeting shall not vote on proposals not included in the notice of the meeting. Where a director accepts the entrustment of other directors to attend the board meeting on his behalf, he shall not vote on a proposal not included in the notice of the meeting on behalf of the other director.

Article 16 Expressing opinions

The directors should carefully read the relevant meeting materials and express opinions independently and prudently based on a full understanding of the situation.

Before the meeting, the directors can obtain the information needed for decision-making from the office of the board of directors, the convener of the meeting, the general manager and other senior management personnel, special committees, accounting firms, law firms and other relevant personnel and institutions, or they can also be in the process of the meeting. It is recommended to the host to invite the representatives of the above-mentioned personnel and institutions to explain the situation.

Article 17 Voting at the meeting

After each proposal has been fully discussed, the moderator shall promptly ask the participating directors to vote.

Voting at the meeting is one person, one vote, by means of counting names and writing.

The voting intentions of directors are divided into approval, opposition and abstention. The directors participating in the meeting should choose one of the above intentions. If they do not make a choice or choose two or more intentions at the same time, the meeting host should request the relevant directors to re-select, and if they refuse to choose, they shall be deemed to have waived; leaving the meeting place halfway without returning and failing to do so If you choose, it shall be deemed as abstention.

Article 18 Statistics of voting results

After the voting of the directors at the meeting is completed, the securities affairs representatives and the relevant staff of the board office shall collect the votes of the directors in a timely manner and submit them to the secretary of the board for statistics under the supervision of a supervisor or independent director.

If a meeting is held on the spot, the chairperson of the meeting shall announce the statistical results on the spot; in other cases, the chairperson 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 the directors vote after the chairman of the meeting announces the voting result or after the prescribed voting time limit ends, the voting status will not be counted.

Article 19: Formation of Resolutions

Except for the circumstances stipulated in Article 20 of these rules, the board of directors deliberates and approves the meeting proposal and forms relevant resolutions. More than half of the company's directors must vote for the proposal. Where laws, administrative regulations and the company’s “Articles of Association” stipulate that the resolution of the board of directors should obtain the consent of more directors, such provisions shall prevail.

The board of directors, in accordance with the company's "Articles of Association", makes resolutions on guarantee matters within its scope of authority. In addition to the consent of more than half of all directors of the company, the approval of more than two-thirds of the directors present at the meeting must also be obtained.

If there are conflicts in the content and meaning of different resolutions, the resolution that is formed later shall prevail.

Article 20 Avoidance of voting

In the following circumstances, the directors shall avoid voting on the relevant proposals:

(1) Circumstances under which the "Stock Listing Rules" require directors to withdraw;

(2) Circumstances that the director himself thinks should be avoided;

(3) The company's "Articles of Association" stipulates that the directors must be evaded because of the relationship between the directors and the company involved in the meeting proposal.

In the case of directors avoiding voting, the relevant board meeting can be held by more than half of the unrelated directors present, 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, and the matter shall be submitted to the general meeting of shareholders for deliberation.

Article 21 No ultra vires

The board of directors shall act in strict accordance with the authorization of the shareholders' meeting and the company's "Articles of Association", and shall not exceed its authority to form resolutions.

Article 22 Special provisions on profit distribution

If the board of directors meeting needs to make a resolution on the company's profit distribution, you can first notify the certified public accountant of the distribution plan to be submitted to the board of directors for deliberation, and request it to issue a draft audit report accordingly (other financial data except for the distribution has been determined). After the board of directors makes a resolution on the distribution, it shall require the certified public accountant to issue a formal audit report, and the board of directors shall then make resolutions on other related matters in the regular report based on the formal audit report issued by the certified public accountant.

Article 23: Handling of failed proposals

If the proposal is not passed, the board of directors shall not consider the same proposal within one month under the condition that the relevant conditions and factors have not changed significantly.

Article 24 Suspension of voting

When more than one-half of the participating directors or two or more independent directors believe that the proposal is not clear or specific, or that they are unable to make a judgment on the relevant matter due to insufficient meeting materials or other reasons, the meeting host shall request the meeting to deal with the issue. Hold voting.

The director who proposes to postpone the voting shall make clear requirements for the conditions that shall be met for the proposal to be resubmitted for deliberation.

Article 25 Conference recording

The board meeting held on-site and by video, telephone, etc. can be recorded throughout the entire process as needed.

Article 26 Minutes of the meeting

The secretary of the board of directors shall arrange for the staff of the office of the board of directors to keep a record of the board meeting. The minutes of the meeting should include the following:

(1) The number of sessions and the time, place and method of the meeting;

(2) The issuance of the notice of the meeting;

(3) The convener and moderator of the meeting;

(4) The situation of directors attending in person and attending entrusted to attend;

(5) The proposals reviewed at the meeting, the main points and main opinions of each director on the relevant matters, and the voting intention of the proposals;

(6) The voting method and results of each proposal (indicate the specific number of votes for, against, and abstentions);

(7) Other matters that the directors of the meeting think should be recorded.

Article 27 Minutes of meetings and resolutions

In addition to meeting minutes, the secretary of the board of directors can also arrange for staff in the office of the board of directors to compile concise minutes of the meeting and make separate resolution records for the resolutions of the meeting based on the statistical voting results.

Article 28 Signature of Directors

The directors participating in the meeting shall sign and confirm the minutes of the meeting and resolutions on their behalf and the directors entrusted to attend the meeting. If the directors have different opinions on the minutes of meetings or resolutions, they may make a written explanation when signing. When necessary, it should report to the regulatory authority in a timely manner, or make a public statement.

The directors neither signed and confirmed according to the provisions of the preceding paragraph, nor did they make a written statement on their dissenting opinions

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