Rules of procedure of the board of directors

Chapter I General Principles

Article 1 In order to further standardize the proceedings and decision-making procedures of the board of directors, give full play to the role of the board of directors in business decision-making, and ensure the efficiency and scientific decision-making of the board of directors, in accordance with the Company Law of People's Republic of China (PRC) (hereinafter referred to as the Company Law), the Corporate Governance Guidelines for Listed Companies (hereinafter referred to as the Guidelines), the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the Listing Rules) and the Listing Rules of China Stock Exchange (for Trial Implementation),

Article 2 The board of directors is the decision-making body of the company's operation and management, responsible for the operation and management of the company's corporate property, responsible for the shareholders' meeting, safeguarding the interests of the company and all shareholders, and determining the company's development goals and major business activities.

Article 3 The board of directors shall earnestly perform the duties stipulated in the relevant national laws and regulations and the Articles of Association, ensure that the company abides by the national laws and regulations, treat all shareholders fairly, and pay attention to the interests of stakeholders.

Article 4 These Rules are applicable to all directors and secretary of the board of directors of the company; Supervisors, other senior management personnel and other relevant personnel attending board meetings are equally binding.

Article 5 In case of any conflict between these Rules and the Articles of Association, the provisions of the Articles of Association shall prevail.

Chapter II Organization and Duties of the Board of Directors

Article 6 The board of directors of the company is the permanent executive body of the shareholders' meeting and is responsible to the shareholders' meeting.

Article 7 The number of board members and the proportion of independent directors of a company shall be determined by the articles of association. The board of directors shall have one chairman and one vice chairman.

Article 8 The chairman and vice-chairman shall be the directors of the company, and shall be elected and removed by more than half of all directors.

Article 9 The chairman shall exercise the following powers according to the Articles of Association:

(1) Presiding over the shareholders' meeting and convening and presiding over the board meeting;

(2) To supervise and inspect the implementation of the resolutions of the board of directors;

(3) Signing the company's stocks, bonds and other securities;

(4) Signing important documents of the board of directors and other documents that should be signed by the legal representative of the company;

(five) to exercise the functions and powers of the legal representative;

(6) In case of force majeure emergencies such as catastrophic natural disasters, exercise the special right to dispose of the company's affairs in accordance with legal provisions and the interests of the company, and report to the company's board of directors and shareholders' meeting afterwards;

(7) Other powers granted by the board of directors.

When the board of directors is not in session, the authorization of the board of directors to the chairman should follow the principles of legality, being conducive to the operation of the company and improving the effectiveness of decision-making. Authorization is limited to the decision-making authority of the board of directors authorized by the general meeting of shareholders and determined by the resolution of the board of directors.

Article 10 The board of directors of the company consists of a strategic decision-making committee, an audit committee, a nomination committee and a remuneration and assessment committee. The chairmen of the Audit Committee, Nomination Committee and Remuneration and Appraisal Committee shall be independent directors. Each committee is generally composed of three directors, more than half of whom are independent directors; At least one independent director in the audit committee is an accounting professional. The convener of each committee shall be determined by the chairman.

Article 11 The Strategic Decision Committee is mainly responsible for studying and formulating the draft of the company's medium and long-term development strategy, and performing its duties according to the company's articles of association.

1. Prepare the draft medium-and long-term development strategy of the company and propose amendments;

2. Put forward opinions on the draft annual development plan drawn up by the general manager;

3. Formulate the company's business policies, investment plans and other drafts;

4. To propose matters such as increasing or decreasing the registered capital, issuing bonds or other securities of the company.

5. Draw up major investment, asset purchase or sale plans, and be responsible for supervision and verification;

6. Propose to amend the draft articles of association;

7. To formulate the basic management system and revised draft of the company;

8. Review the company's internal management organization setup and major adjustment plan submitted by the general manager, and put forward opinions.

Article 12 The Audit Committee is mainly responsible for formulating various financial management systems of the Company and supervising their implementation, and performing its duties according to the Articles of Association.

1. Formulate the basic financial system of the company and draft amendments;

2. Check the company's accounting policies, financial status and financial reporting procedures;

3. Communicate with the company's external audit institutions;

4. Evaluate internal auditors and their work;

5. Evaluate the company's internal control;

6. Inspect and supervise the existing or potential risks of the company;

7. Check the company's compliance with laws and regulations;

8. Review the annual financial final accounts and draft budget submitted by the general manager, propose the draft write-off of assets impairment reserve, and make comments;

9. Draw up the profit distribution and loss compensation plan of the company;

10. Express opinions on matters such as fund lending, entrusted management and guarantee proposed by the general manager;

1 1. Give opinions on the employment and dismissal of accounting firms.

Article 13 The Nomination Committee is mainly responsible for formulating the selection criteria and nomination procedures for directors and senior managers, and performing its duties in accordance with the Articles of Association.

1. Make suggestions on the size and structure of the board of directors and clarify the requirements for directors;

2. Formulate the selection criteria and nomination procedures for directors and senior managers;

3. Conduct formal audit on the candidates for directors nominated by shareholders and the board of supervisors, and propose the list of candidates for directors, general manager and secretary of the board of directors to the board of directors;

Put forward opinions on the candidates for deputy general manager and chief accountant nominated by the general manager.

Article 14 The remuneration and assessment committee is mainly responsible for formulating the remuneration system of the company and organizing the assessment work, and performing its duties according to the articles of association.

1. Formulate the company's salary policy and system;

2. To formulate and review the remuneration system and assessment standards for directors, supervisors and senior managers;

3. Organize and implement the assessment of directors, supervisors and senior managers;

4. Draft the company's equity incentive plan.

Article 15 The working system of special committees:

1. Convenor is responsible for the work of the special committees; A director or an independent director may serve on two or three committees;

2. Working procedures: Special committees can directly draft documents by themselves and submit them to the board of directors for deliberation; The general manager may also propose a draft, which will be discussed and approved by the special committee before being submitted to the board of directors for deliberation. If the special committee fails to reach an agreement on the matters to be discussed, it can discuss them next time or submit different opinions to the board meeting for discussion.

3. The special committee is the working body under the board of directors and is responsible to the board of directors. All proposals shall be considered by the board of directors and become effective after a resolution is made.

4. A special committee may employ an intermediary agency to provide professional advice for its decision-making.

Article 16 The board of directors of the company shall set up an office. The office of the board of directors is the daily office of the board of directors, presided over by the secretary of the board of directors. The secretary of the board of directors shall perform his duties in accordance with the articles of association.

Chapter III Board Meeting

Article 17 Board meetings are divided into regular meetings and temporary meetings:

The regular meeting of the board of directors is held four times a year, and the first meeting is held within four months after the end of each fiscal year; The second meeting shall be held within one month after the end of the first three months of each fiscal year; The third meeting will be held within two months after the end of the first six months of each fiscal year; The fourth meeting shall be held within one month after the end of the first nine months of each fiscal year.

The meeting of the board of directors shall be convened and presided over by the chairman. If the chairman is unable to convene and preside over the meeting, the chairman shall designate a vice chairman to convene and preside over the meeting. If the vice chairman is unable to convene and preside over the meeting, the chairman shall appoint a director to convene and preside over the meeting.

After the change of the board of directors, the directors of the board of directors shall recommend and preside over the election of the chairman with the consent of more than half of the directors.

Article 18 Under any of the following circumstances, the chairman of the board of directors shall convene the directors within ten working days.

Interim meeting of the Council:

(1) When the chairman considers it necessary;

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

(3) When proposed by the board of supervisors.

(4) When the general manager proposes.

Article 19 The ordinary meeting and the interim meeting of the board of directors shall be notified to all directors in writing (including mailing, personal delivery, fax, etc.) five days before the meeting. ) According to Article 140 of the Articles of Association, sufficient information shall be provided at the same time. Independent directors may request supplementary information when they think that the information is insufficient. When two or more independent directors think that the information is insufficient or the arguments are unclear, they may jointly propose in writing to the board of directors to postpone the meeting of the board of directors or postpone the consideration of the matter, which shall be adopted by the board of directors.

Article 20 According to Article 139 of the Articles of Association, if more than one-third of the directors or more than one-half of the independent directors jointly propose to convene an interim meeting of the board of directors, they shall submit a proposal letter signed by all the joint directors to the secretary of the board of directors, who shall report to the chairman on the convening of the interim meeting of the board of directors.

When the board of supervisors proposes to convene an interim meeting of the board of directors, it shall also submit a proposal letter signed by more than half of the supervisors to the secretary of the board of directors.

When the general manager proposes to convene an interim meeting of the board of directors, he shall also submit a proposal letter to the secretary of the board of directors.

The ten working days for the chairman to convene an interim meeting of the board of directors shall be counted from the day after the proposal letter is submitted.

Article 21 If an interim meeting of the board of directors is proposed according to Article 139 of the Articles of Association, the proposer shall state the reasons and topics.

The interim meeting of the board of directors can only discuss and vote on the topics included in the agenda of the meeting, and does not accept the directors' interim proposals.

Article 22 Directors have the right to put forward proposals at regular meetings of the Board of Directors. When a director puts forward a proposal, he shall generally submit a written proposal to the secretary of the board of directors and sign it. Under special circumstances, it can also be directly put forward orally at the meeting, but a written motion should be supplemented after the meeting.

Article 23 The directors' proposal shall generally be included in the agenda of the meeting, but it may not be included in the agenda of the meeting upon the decision of more than half of the directors.

Chapter IV Resolutions and Minutes of Meetings

Article 24 Directors shall attend the board meeting in person. If he is unable to attend for some reason, he may entrust other directors of the company to vote on his behalf. When entrusting, the Power of Attorney shall be signed, indicating the entrusted matters and signing it.

Article 25 When voting on the resolution at the board meeting, the directors shall sign the voting form; The entrusting director shall also indicate the name of the entrusting director.

Article 26 The directors may put forward supplementary opinions on the voting form, which have the same effect as the minutes of the meeting.

Article 27 The minutes of the board meeting shall be complete and true. Directors and recorders attending the meeting shall sign the minutes of the meeting. The minutes of board meetings should be properly kept as important files of the company and serve as an important basis for clarifying the responsibilities of directors in the future.

Chapter V Working Procedures of the Board of Directors

Article 28 Strategic decision-making procedure: The Strategic Decision-making Committee may independently draw up the company's medium-and long-term development plan, annual investment plan and major project investment plan, and submit them to the board of directors for deliberation; You can also entrust the general manager to put forward the research draft first, and then submit it to the board of directors for consideration after discussion and approval. When the Strategic Decision Committee deems it necessary, it may hire relevant experts for consultation and submit the review report. If the investment conforms to the provisions of Article 132 of the Articles of Association, it shall be submitted to the shareholders' meeting for deliberation and approval, and shall be implemented after the approval of the board of directors.

Article 29 Personnel appointment and removal procedures: The Nomination Committee puts forward opinions on the appointment and removal of the general manager and the secretary of the board of directors, and the general manager puts forward opinions on the appointment and removal of the deputy general manager, chief engineer and chief accountant. After discussion and approval by the Nomination Committee, it shall be submitted to the board of directors of the company for deliberation and resolution, and the chairman shall issue a letter of appointment or dismissal document.

Article 30 Financial budget and final accounts procedure: The board of directors entrusts the general manager to organize personnel to draw up the draft annual financial budget and final accounts, surplus distribution and loss compensation plan of the company, and submit them to the board of directors after discussion by the audit committee. The board of directors will determine the plan and submit it to the shareholders' meeting for consideration.

Article 31 Major adjustment procedures for institutional setup: According to the needs of the company's business development, the general manager shall organize relevant personnel to draw up a major adjustment plan for institutional setup, which shall be submitted to the board of directors for deliberation after discussion by the strategic decision-making committee, and shall be organized and implemented by the general manager after a resolution is formed.

Article 32 Procedures for formulating basic management systems: The general manager shall organize relevant personnel to draft various basic management systems, which shall be discussed by the strategic decision-making committee and submitted to the board of directors for deliberation; If the system involves the vital interests of employees, the opinions of the company's trade unions and workers' congress should also be submitted to the board of directors, and the general manager will organize the implementation after the resolution is formed.

Article 33 Before the occurrence of major related party transactions, the general manager shall organize relevant personnel to prepare detailed transaction reports, which can only be submitted to the board of directors for deliberation after more than half of all independent directors agree.

Major related party transactions refer to related party transactions with a total amount exceeding 3 million yuan or 5% of the company's latest audited net asset value.

Article 34 When the board of directors of the company deliberates related party transactions, the directors who are interested in related parties shall withdraw when the board of directors votes on the matter. The specific provisions of related party transactions shall be implemented in accordance with the Stock Listing Rules.

Article 35 Working procedures for other major issues: Before reviewing and signing the documents on major issues that need to be resolved by the board of directors, the chairman of the board of directors shall study relevant issues to judge their feasibility, convene a consultation meeting for deliberation if necessary, and then submit them to the board of directors for deliberation.

Article 36 Inspection procedures of the board of directors: In the process of implementing the resolutions of the board of directors, the special committee shall follow up and inspect the implementation of the resolutions, and may request and urge the general manager to correct any violation of the resolutions found during the inspection. If the general manager does not adopt this opinion, the special committee may suggest that the chairman convene an interim meeting of the board of directors and make a resolution to require the general manager to correct it.

Chapter VI Report of the Board of Directors and Work Report of the General Manager

Article 37 The secretary of the board of directors shall prepare the report of the board of directors within one month after the end of each year, which shall be reviewed by the chairman, revised and finalized according to the opinions, submitted by the chairman to the regular meeting of the board of directors of the company for discussion and adoption, and finally reported by the chairman at the annual general meeting of shareholders, and implemented after being approved by the general meeting of shareholders.

Article 38 The work report of the general manager shall be compiled twice a year. The work report of the general manager shall be drafted by the general manager and submitted to the board of directors for deliberation.

Chapter VII Implementation of Resolutions of the Board of Directors and Information Disclosure

Article 39 The board of directors of a company must strictly implement the regulations on disclosure of securities regulatory agencies, exchanges and other relevant information, and fully, timely and accurately disclose the matters and resolutions that need to be disclosed discussed at the board meeting; Information concerning major issues must be reported to the Shanghai Stock Exchange at the first time and filed with the relevant regulatory authorities.

Article 40 The board of directors shall arrange the directors or the secretary of the board of directors to be responsible for communicating with the management and departments of the company, implement the resolutions that put forward suggestions to the management of the company or require the general manager, other senior managers or relevant departments of the company to reply, and make a written report on the implementation results of the resolutions to the board of directors.

Article 41 Where it is necessary to appoint a director to implement or supervise the implementation of each resolution of the board of directors, the appointed director shall record the implementation of the resolution and report the final implementation result to the board of directors. Publish an announcement in the designated media.

Article 42 If the matters related to the opinions expressed by independent directors are matters that need to be disclosed, the company shall announce the opinions of independent directors. If the independent directors disagree, the board of directors shall separately disclose the opinions of the independent directors.

Article 43 The secretary of the board of directors of the company shall, within two working days after the end of the board meeting, submit the resolutions of the board of directors and relevant annexes to the Shanghai Stock Exchange for the record and make an announcement in the designated media.

Article 44 The company shall, within three days from the date of publication of the announcement, submit the announcement and relevant attachments and other materials to the Shanghai Securities Regulatory Bureau of the China Securities Regulatory Commission for the record.