Chapter V Board of Directors
Section I Directors
Article 96 The directors of a company are natural persons. Directors do not need to hold company shares. In any of the following circumstances, they cannot serve as directors of the company:
(1) Having no capacity for civil conduct or limiting civil capacity;
(2) Being sentenced to penalties for embezzlement, bribery, misappropriation of property, misappropriation of property, or disruption of the socialist market economic order. The implementation period has not expired for more than 5 years, or has been deprived of political rights due to crimes. The implementation period has not exceeded 5 years;
(3) The director or manager of a company or company that has been bankrupted and liquidated, who has personal responsibility for the bankruptcy of the company or company, has not been in service for more than 3 years since the bankruptcy liquidation of the company or company;
(4) if he is the legal representative of a company or company that has been revoked for illegal business operations or ordered to close down, and he bears personal responsibility, it has not been more than 3 years since the company or company was revoked its business license;
(5) Unpaid debts due by individuals with a large amount of debts;
(6) Being punished by the China Securities Regulatory Commission for banned by the securities market and the time limit is not sufficient;
(7) Other contents stipulated by laws, administrative regulations or department rules. If the election or appointment of a director is violated in violation of this article, the election, appointment or appointment shall be invalid. If a director appears in this section during his term of office, the company will dismiss his position.
Article 97 Directors shall be elected or replaced by shareholders' meetings for a term of three years. When the term of office of the directors expires, they can be re-elected. Before the expiration of the term of office of a director, the general meeting of shareholders must not unreasonably discharge his position.
The term of office of the directors shall be calculated from the date of assumption of office until the expiration of the term of office of the current board of directors. When the term of office of the directors expires, they are not re-elected in time. Before the newly elected directors take office, the former directors should still perform the duties of directors in accordance with the laws, administrative regulations, the rules of the department and the articles of association of the company.
A director may be concurrently held by a manager or other senior manager, but a director who is concurrently a manager or other senior managerial officer and a director represented by a staff representative may not exceed 1/2 of the total number of directors of the company.
The company's board of directors does not have a director who is represented by a staff representative.
Article 98 Directors shall abide by laws, administrative regulations and the Articles of Association, and have the following fidelity obligations to the company:
(1) It shall not use its official power to accept bribery or other illegal income, nor may it encroach upon the company's property;
(2) No company fund shall be misappropriated;
(3) It must not open company accounts or funds in the name of individuals or other individuals to open accounts for storage;
(4) It must not violate the provisions of the Articles of Association. Without the consent of the shareholders' meeting or the board of directors, the company's funds may be loaned to others or the company's property may be used as a guarantee for others;
(5) It shall not violate the provisions of the Articles of Association or enter into a contract or conduct a transaction with the company without the consent of the shareholders meeting;
(6) Without the consent of the general meeting of shareholders, it shall not make use of the convenience of his position to seek for himself or others the business opportunity that should have belonged to the company, self-operating or doing business for others with the company;
(7) It is forbidden to accept commissions for company transactions;
(8) No company secrets shall be disclosed without authorization;
(9) It shall not use its associated relationship to damage the interests of the company;
(10) Other duties of loyalty as stipulated in laws, administrative regulations, departmental rules and the Articles of Association. Directors’ violations of the provisions of this article shall be attributed to the company’s ownership; if damages are caused to the company, they shall be liable for compensation.
Article 99 Directors shall abide by the laws, administrative regulations and the Articles of Association and bear the following diligence obligations for the company:
(1) The company's rights should be exercised prudently, conscientiously, and diligently to ensure that the company's business conduct is in line with national laws, administrative regulations, and national economic policies. Commercial activities do not exceed the scope of the business license;
(B) All shareholders should be treated fairly; Gold leaf company constitution
(3) To keep abreast of the company's business operation and management status;
(4) Written confirmation opinions on the company's periodic reports should be signed. Ensure that the information disclosed by the company is true, accurate and complete;
(5) It shall provide the supervisory board with relevant information and materials truthfully, and shall not obstruct the board of supervisors or the supervisors from exercising their functions and powers;
(6) Other diligence obligations as stipulated by laws, administrative regulations, departmental rules and the Articles of Association.
Article 100 The directors fail to attend in person for two consecutive times and do not entrust other directors to attend the meeting of the board of directors. They are deemed to be unable to perform their duties. The board of directors shall recommend that the general meeting of shareholders remove them.
Article 101 Directors may resign before their term expires. The resignation of the director shall submit a written resignation report to the board of directors. The board of directors will disclose the situation within 2 days.
If, due to the resignation of the directors, the company’s board of directors is lower than the statutory minimum, the former directors should still perform the duties of the directors in accordance with the laws, administrative regulations, departmental rules and the articles of incorporation before the newly elected directors take office.
Except for the circumstances listed in the preceding paragraph, the resignation of the director shall take effect when the resignation report is served on the board of directors.
Article 102 When the resignation of a director becomes effective or the term of office expires, all transfer procedures shall be completed to the board of directors. The duty of loyalty to the company and its shareholders shall not be discharged after the end of the term of office, within a reasonable period as stipulated in the articles of association. Still valid.
A director shall not enter into contracts or conduct transactions with the company within one year from the date on which the resignation takes effect or the expiration of his term of office; nor shall he seek for himself or another person a business opportunity that would otherwise belong to the company, operate on his own, or operate for another person of the same kind as the company. Otherwise, the proceeds will be owned by the company. Directors shall continue to maintain their business secrets forever from the date when their resignations become effective or from the expiration of their term of office, and shall not disclose or reveal their secrets until they become aware of the company’s trade secrets as officially publicly disclosed information.
Article 103 No director may act in his personal capacity on behalf of the company or the board of directors without the legal authority of the board of directors or of the board of directors. When a director acts in his or her own name, if a third party reasonably believes that the director acts on behalf of the company or the board of directors, the director should state its position and identity in advance.
Article 104 Where a director violates the provisions of laws, administrative regulations, departmental rules, or the articles of association when performing his duties in the company and causes losses to the company, he shall be liable for compensation.
The directors of the company’s Articles of Association shall be responsible for the resolutions of the board of directors. However, if it is proved that an objection was recorded and recorded in the minutes of the board of directors at the time of voting, the director may be exempted from liability.
If a director leaves the company during his term of office and causes economic losses to the company, he shall be liable for compensation.
Article 105 Independent directors shall comply with the relevant provisions of laws, administrative regulations and department rules.
Section II Board of Directors
Article 106 The company has a board of directors and is responsible to the general meeting of shareholders.
Article 107 The board of directors consists of nine directors, among which there are three independent directors, one chairman of the board of directors and two vice chairman of the board of directors.
Article 108 The board of directors exercises the following powers:
(1) Convening a general meeting of shareholders and reporting to the general meeting of shareholders;
(B) the resolution of the shareholders' general meeting;
(3) Decide the company's business plan and investment plan;
(4) Formulating the company's annual financial budget plan and final account plan;
(5) To formulate the company's profit distribution plan and make up the loss plan;
(6) Formulating a company to increase or reduce its registered capital, issue bonds or other securities and its listing plan;
(7) to formulate plans for the company's major acquisitions, purchases of the company's shares, or mergers, divisions, dissolutions, and changes of company forms;
(8) Within the scope of authorization of the general meeting of shareholders, decide on issues such as the company's external investment, acquisition of assets for sale, asset pledge, external guarantees, entrusted wealth management, and related transactions;
(9) Deciding the establishment of the internal management organization of the company;
(10) Election or removal of the chairman of the board of directors and vice chairman of the board of directors;
(XI) Appointment or dismissal of the company's president, secretary of the board of directors; according to the president's nomination, appoint or dismiss senior vice president, chief financial officer and other management personnel, and determine their remuneration and rewards and penalties; before the president nominates the senior executives Must seek the views of the chairman of the board of directors.
(12) Formulating the company's basic management system;
(13) Formulating a revision plan for the Articles of Association; Articles of Association of Gold Leaf
(14) Management information disclosure;
(15) To formulate plans for company equity incentive plans;
(16) Submitting a shareholder meeting to hire or replace an accounting firm that audits the company;
(17) Hear the work report of the company president and check the manager's work;
(18) To draw up plans for remuneration of directors;
(19) Formulating the allowance standards for independent directors;
(20) Other powers conferred by laws, administrative regulations, departmental rules, or these Articles of Association.
Article 109 The board of directors of the company shall explain to the general meeting of shareholders the non-standard audit opinion issued by the certified public accountant on the financial report of the company.
Article 110 The Board of Directors shall formulate rules of procedure for the Board of Directors to ensure that the Board of Directors implements resolutions of shareholders' meetings, improves work efficiency, and ensures scientific decisions.
Article 111 The board of directors shall determine the authority for outbound investment, acquisition of assets for sale, mortgage of assets, external guarantees, entrusted wealth management, and related transactions, establish a strict review and decision-making procedure; major investment projects shall organize relevant experts and professions. Personnel review and report to shareholders for approval.
Article 112 Authority for making decisions on major issues:
(1) A venture investment project that determines a single investment or a 12-month cumulative amount that does not exceed 20% of the company's recently audited net asset value;
(2) Decisions on the purchase, sale and replacement of major assets of the company with a total assets of less than 30% in the latest period of the audit;
(3) Affiliate transactions that determine the total amount of transactions between the company and related parties that have reached 30 million yuan and do not exceed 5% of the company's last audited absolute value of net assets;
(4) Financing matters that determine that the company's single amount is less than 30% of the company's latest audited net asset value;
(5) Asset leasing matters that determine the company's single amount is less than 20% of the company's latest audited net asset value;
(6) The write-off of assets that determines the company's single amount to be less than 5% of the company's latest audited net asset value;
(7) Decide the external guarantees provided below the guarantee limit prescribed in Article 41 of the Articles of Association.
The Board of Directors of the Golden Leaf Articles of Association required the approval of more than two-thirds of all directors to approve the above matters, and made a resolution of the board of directors.
Any major investment, assets transaction, external guarantee, asset reorganization, etc. that exceed the above-mentioned authority limits of the Board of Directors must be authorized by an intermediary such as an accountant and a lawyer, and other persons, in addition to the approval of more than two-thirds of the resolutions of all Directors of the Board of Directors. Opinions are submitted to the shareholders meeting for deliberation and decision. Article 113 The Board of Directors establishes professional committees such as the Strategy Committee, Audit Committee, Remuneration and Appraisal Committee and Nominating Committee according to the actual situation of the company.
Article 114 The special committees may employ intermediary agencies to provide professional advice and the relevant costs shall be borne by the company.
Article 115 Each special committee shall be responsible to the board of directors and report on its work; the proposals of each special committee shall be submitted to the board of directors for examination and decision.
Article 116 The board of directors shall have one chairman of the board of directors and two vice chairman of the board of directors. The chairman of the board of directors and the vice chairman of the board of directors are elected by the board of directors by a majority of all directors.
Article 117 The chairman of the board of directors exercises the following powers:
(1) presiding over shareholders' meetings and convening meetings and presiding over board meetings;
(b) supervise and inspect the implementation of the resolutions of the board of directors;
(3) the daily work of the management board of directors;
(4) to determine the disclosure of the company's interim report during the recess of the board of directors;
(5) Signing company stocks, corporate bonds and other securities;
(6) Signing important documents of the board of directors and other documents that should be signed by the company's legal representative;
(7) To exercise the authority of the legal representative;
(8) In case of force majeure such as a catastrophic natural disaster, the special right to dispose of company affairs in accordance with legal provisions and the interests of the company shall be exercised and reported to the board of directors and the general meeting of shareholders afterwards.
(9) Other powers granted by the board of directors.
Article 118 The Vice Chairman of the Board of Directors of the Company assists the Chairman of the Board of Directors. If the Chairman of the Board of Directors is unable to perform his duties or fails to perform his duties, the Vice Chairman of the Board of Directors shall perform his duties; the Deputy Chairman of the Board of Directors may not perform his duties or may not perform his duties. More than half of the directors jointly elected a director to perform his duties.
Article 119 The board of directors shall convene at least two meetings a year and shall be convened by the chairman of the board of directors and shall notify all directors and supervisors by written service or fax before the meeting is held for 10 days.
Article 120 of the Articles of Association of the Company may be convened for an extraordinary meeting of the Board of Directors under any of the following circumstances:
(1) Shareholders' proposals representing more than 1/10 of the voting rights;
(b) more than one-third of the directors proposed;
(3) the proposal of the board of supervisors;
The chairman of the board of directors shall convene and preside over the meeting of the board of directors within 10 days after receiving the proposal.
Article 121 The notification method for the board of directors to convene an interim board meeting shall be: written delivery, facsimile delivery, telephone notification, and email service; the time limit for notification shall be three days prior to the meeting.
Article 122 The notice of the board of directors shall include the following:
(i) The date and place of the meeting;
(b) the duration of the meeting;
(3) Causes and issues;
(d) The date of the notice.
Article 123 The Board of Directors shall hold more than half of the directors' attendance. The resolutions of the board of directors must be passed by more than half of all directors, except as otherwise provided in the articles of association. The resolution of the board of directors shall be voted by one person, one vote. The voting methods of the directors are divided into three types: consent, opposition and abstention.
The board of directors shall make a written resolution on the basis of the results of the voting of the directors on the matters considered or proposals. The resolutions of the company's board of directors shall be signed and confirmed by all the directors present at the board of directors.
Article 124 Where a director has a connected relationship with an enterprise to which the board of directors decides to resolve a meeting, he may not exercise voting rights over the resolution, nor may he delegate other directors to exercise voting rights. The board meeting can be held by more than half of the unrelated directors. The resolutions of the board meeting must be approved by more than half of the unconnected directors. If there are less than 3 unconnected directors attending the board of directors, the matter shall be submitted to the general meeting of shareholders for deliberation.
Article 125 The resolutions of the board of directors shall be decided by voting in a show of hands. The provisional meeting of the Board of Directors may, on the premise of safeguarding the full expression of opinions of the directors, be conducted by fax or e-mail and made a resolution and signed by the directors.
Article 126 The meeting of the board of directors shall be attended by the directors themselves; directors may not be present for any reason, and may entrust other directors in writing to attend on their behalf. The power of attorney shall specify the name of the agent, agency matters, and authorized the company’s articles of association. Range and expiry date, signed and stamped by the principal. The directors who are present at the meeting of the board of directors shall exercise the rights of the directors within the scope authorized by the directors. If a director does not attend a meeting of the board of directors and he has not entrusted a representative to attend, he is deemed to have given up voting rights at the meeting.
The entrusted directors entrusted other directors to attend the board meeting on their behalf, and the entrusted directors shall assume independent legal responsibility for the decisions made by the trustee within their scope of authority.
Article 127 In the proceedings of the board of directors, each director has the right to speak on an equal footing and has the right to express opinions or suggestions on matters or issues to be considered by the board of directors.
Article 128 The board of directors shall make a record of the meeting's decisions on matters discussed at the meeting, and the directors present at the meeting shall sign the meeting minutes. Directors present at the meeting have the right to request an explanatory record of their statements at the meeting. The minutes of the board of directors are kept as company files and the retention period is not less than