Securities code: 000797 securities abbreviation: China Wuyi Co.Ltd(000797) Announcement No.: 2022-032 bond Code: 112301 bond abbreviation: 15 Zhongwu bond
Bond Code: 149777 bond abbreviation: 22 Zhongwu 01
Rules of procedure of the board of directors
(the system was revised by the resolution of the company’s first extraordinary general meeting of shareholders in 2022 on February 17, 2022)
Preface original clause revised clause
number
1 error! No bookmark specified 0 destination 1 error! No bookmark specified 0 purpose
Wrong! No bookmark specified. According to the establishment, there is an error! No bookmark specified. In accordance with the requirements of establishing a modern enterprise system, in order to clarify the requirements of China’s enterprise system and the responsibilities and authorities of the board of directors of China Wuyi Co.Ltd(000797) Wuyi Industrial Co., Ltd. (hereinafter referred to as the “company”) and the company), Standardize the internal organization and operation process of the board of directors, the internal organization and operation procedure of the board of directors, and give full play to the role of the operation decision-making body of the board of directors, Give full play to the business decisions of the board of directors in accordance with the company law of the people’s Republic of China (as an institution, in accordance with the company law of the people’s Republic of China, hereinafter referred to as the company law), 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, the Listing Rules of Shenzhen Stock Exchange, the securities law of the people’s Republic of China and the guidelines for the articles of association of listed companies And other relevant laws, administrative regulations and the company’s relevant laws, administrative regulations and articles of association. These rules are formulated in accordance with the articles of association. These rules are finalized.
2.3 the board of directors shall exercise the following functions and powers: 2.3 the board of directors shall exercise the following functions and powers:
…… ……
2.3.16 laws, administrative regulations and departments decide on matters related to financing;
Other positions authorized by the rules or the articles of association 2.3.17 rights of laws, administrative regulations and departmental rules. Or other powers conferred by the articles of association.
Add 2.5, 2.6 and 2.7 after 2.4
3 2.4…… 2.5 the company has a single transaction or twelve consecutive transactions (except external guarantee, financial assistance, external donation and cash assets)
If the monthly cumulative calculation meets one of the following standards, it shall be submitted to the board of directors for deliberation:
2.5.1 the total assets involved in the transaction account for more than 10% of the total assets of the listed company audited in the latest period. If the total assets involved in the transaction have both book value and assessed value, the higher one shall prevail;
2.5.2 the net assets involved in the subject matter of the transaction (such as equity) account for more than 10% of the latest audited net assets of the listed company, and the absolute amount exceeds 10 million yuan. If the net assets involved in the transaction have both book value and assessed value, Whichever is higher;
2.5.3 the relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited operating income of the listed company in the latest fiscal year, and the absolute amount exceeds 10 million yuan;
2.5.4 the relevant net profit of the transaction object (such as equity) in the latest accounting year accounts for more than 10% of the audited net profit of the listed company in the latest accounting year, and the absolute amount exceeds one million yuan;
2.5.5 the transaction amount (including debts and expenses) of the transaction accounts for more than 10% of the latest audited net assets of the listed company, and the absolute amount exceeds 10 million yuan;
Article 2.5.6 the profit generated from the transaction accounts for more than 10% of the audited net profit of the listed company in the latest fiscal year, and the absolute amount exceeds one million yuan.
2.5.7 the amount of a single connected transaction or the same transaction object of the same connected person or different connected persons has accumulated to 3 million yuan within 12 consecutive months, accounting for the most recent period of the company
If the absolute value of audited net assets is more than 0.5%, but through public bidding for unspecified objects
In case of related party transactions caused by bidding, public auction (excluding bidding invitation and other restricted methods), the deliberation procedures of the board of directors can be exempted, except for those that are difficult to form a fair price such as bidding and auction; 2.5.8 transactions that the general manager deems necessary to be submitted to the board of directors for deliberation.
The transactions specified in this article shall be calculated cumulatively according to the following standards: the purchase or sale of assets, provision of guarantee, financial assistance and entrusted financial management shall be calculated cumulatively according to the transactions of the same type; Other transactions shall be calculated cumulatively according to the transactions of the same type related to the subject matter of the transaction.
2.6 any external guarantee and financial assistance provided by the company shall be submitted to the board of directors for deliberation. The annual budget plan of the company’s external donation shall be submitted to the board of directors for deliberation; Outside the annual budget, if a single donation of more than 100000 yuan is added and a cumulative donation of more than 500000 yuan is made, the donation plan shall be reviewed by the board of directors of the company.
2.7 in accordance with laws and regulations, rules of stock exchanges, other normative documents and the articles of association, transactions that should be submitted to the general meeting of shareholders for deliberation and approval shall be submitted to the general meeting of shareholders for deliberation and approval after the deliberation and approval of the board of directors.
5.4 the notice method of the board meeting is: 5.4 the notice method of the interim meeting of the board of directors is: 4 personal delivery, mail, fax, e-mail, personal delivery, mail, fax, e-mail or telephone; Temporary meeting notice or telephone; The notice time limit of the temporary meeting is: 3 days before the meeting. 3 days before the meeting.
1 error! No bookmark specified 0 purpose
Wrong! No bookmark specified. In accordance with the requirements of establishing a modern enterprise system, in order to clarify the responsibilities and authorities of the board of directors of China Wuyi Co.Ltd(000797) (hereinafter referred to as the “company”), standardize the internal organization and operation procedures of the board of directors, and give full play to the role of the board of directors as a business decision-making body, These rules are formulated 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, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the articles of association of listed companies, and other relevant laws, administrative regulations and the articles of association. 2 error! No bookmark specified 0 composition and powers of the board of directors
2.1 error! No bookmark specified. The company establishes a board of directors according to law, which is responsible for the general meeting of shareholders.
2.2 error! No bookmark specified. The board of Directors consists of nine directors.
2.3 error! No bookmark specified. The board of directors shall exercise the following functions and powers:
2.3.1 convene the general meeting of shareholders and report to the general meeting of shareholders;
2.3.2 implement the resolutions of the general meeting of shareholders;
2.3.3 determine the company’s business plan and investment plan;
2.3.4 formulate the company’s annual financial budget plan and final settlement plan;
2.3.5 formulate the company’s profit distribution plan and loss recovery plan;
2.3.6 formulate the company’s plans for increasing or reducing registered capital, issuing bonds or other securities and listing;
2.3.7 draw up plans for the company’s major acquisition, acquisition of the company’s shares, merger, division, dissolution and change of company form;
2.3.8 within the scope authorized by the general meeting of shareholders, decide on the company’s foreign investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, related party transactions and other matters; 2.3.9 determine the establishment of the company’s internal management organization;
2.3.10 appoint or dismiss the company’s manager and Secretary of the board of directors; According to the nomination of the manager, appoint or dismiss the deputy manager, financial director and other senior managers of the company, and decide on their remuneration, rewards and punishments;
2.3.11 formulate the basic management system of the company;
2.3.12 formulate the amendment plan of the articles of Association;
2.3.13 manage the information disclosure of the company;
2.3.14 propose to the general meeting of shareholders to hire or replace the accounting firm audited by the company;
2.3.15 listen to the work report of the manager of the company and check the work of the manager;
2.3.16 decide on matters related to financing;
2.3.17 other functions and powers granted by laws, administrative regulations, departmental rules or the articles of association.
2.4 error! No bookmark specified. The authority of the board of directors to use the company’s assets to purchase or sell major assets, foreign investment, foreign guarantee and related party transactions is article 12.13.14.17 of article 4.2.1 of the articles of association Purchase or sale of major assets, foreign investment, foreign guarantee and related party transactions within the amount specified in item.
More than before
