Guangdong Xinhui Meida Nylon Co.Ltd(000782) materials for the first extraordinary general meeting of shareholders in 2022
Proposal 1: proposal on electing Li Xiaonan as a director of the 10th board of directors of the company
Whereas Mr. Li Jianzhi, the chairman of the company, applied to resign from the position of director of the 10th board of directors of the company on December 21, 2021, in order to ensure the orderly operation of the board of directors of the company, it was proposed by the controlling shareholder Qingdao Changsheng electric New Energy Holding Co., Ltd. and reviewed by the nomination committee of the company, The sixth meeting of the 10th board of directors of the company decided to nominate Mr. Li Xiaonan as the director candidate of the 10th board of directors of the company, which is hereby submitted to the general meeting of shareholders for election according to law. Resume of candidate attached:
Li Xiaonan, male, Han nationality, Chinese nationality, was born in December 1985 with a bachelor’s degree. From 2007 to 2013, he served as the legal manager of the Legal Affairs Department of Haier Group. From 2013 to 2015, he served as director of securities legal department of Qingdao Changsheng Cecep Solar Energy Co.Ltd(000591) Technology Co., Ltd. From 2015 to 2018, he served as the director of the investment business center of Qingdao Changsheng Power New Energy Holding Co., Ltd. From June 2018 to March 2019, he served as the assistant to the general manager of the company. He has been the Secretary of the board of directors of the company since March 2019. Proposal 2: proposal on Amending the articles of Association
According to the latest laws and regulations and the actual situation of the company’s operation and management, combined with the requirements of the local market supervision and administration department and the suggestion of the company’s securities department, it is suggested to revise the current articles of association. The main amendments are as follows:
1. Since the company has no plan to set up a vice chairman in the near future, in order to ensure the matching between the articles of association and the actual operation and management, the chapters involving the vice chairman in the articles of association are deleted.
2. According to the requirements of the local market supervision and administration department, the title of the manager in the articles of association is unified and standardized.
This revision is based on the actual operation and management of the company. After revision, it can ensure the matching between the articles of association and the actual operation and management and the preciseness of the articles of association itself. Proposal 3: proposal on Amending the rules of procedure of the board of directors
In order to standardize corporate governance and further improve the decision-making mechanism of the board of directors, according to the relevant provisions of the company law and the guidelines for the articles of association of listed companies, the company plans to amend the current rules of procedure of the board of directors, as follows:
No. articles of the original rules of procedure of the board of directors and the revised rules of procedure of the board of directors
Article 1 the company has a board of directors, which is responsible for the general meeting of shareholders. The board of directors is composed of nine directors and has a director. The board of Directors consists of nine directors, with one director, one chairman and one vice chairman. A chief secretary.
Article 2 the chairman and vice chairman of the board of directors shall be the directors of the company. Article 2 the chairman of the board of directors shall be elected by more than half of all directors, and shall be elected and removed by more than half of all directors. Generation and removal.
Article 8 the vice chairman of the company shall assist the chairman. Article 8 if the chairman is unable to perform his duties or does not work, if the chairman is unable to perform his duties or does not perform his duties, and if more than half of the directors jointly push him to perform his duties, the vice chairman shall perform his duties and elect a director to perform his duties.
The vice chairman is unable to perform his duties or fails to
When performing their duties. By more than half of the directors
Elect a director to perform his duties.
Article 4 the board of directors shall exercise the following functions and powers: Article 4 the board of directors shall exercise the following functions and powers:
(i) Be responsible for convening the general meeting of shareholders and (I) be responsible for convening the general meeting of shareholders and reporting to the general meeting of shareholders; Report to the General Assembly on its work;
（2） Implement the resolutions of the general meeting of shareholders; (2) implement the resolutions of the general meeting of shareholders; (3) decide on the company’s business plan and investment; (3) decide on the company’s business plan and Investor scheme;
（4） Formulate the company’s annual financial budget Party (4) formulate the company’s annual financial budget plan, final account plan and final account plan;
（5） Formulate the company’s profit distribution plan and (5) formulate the company’s profit distribution plan and loss recovery plan;
（6） (6) to formulate plans for the company to increase or decrease its registered capital, issue bonds or other securities, and list itself, issue bonds or other securities, and the listing party;
（7） (7) to formulate plans for the company’s major acquisition, repurchase of the company’s shares or merger, division, dissolution and division of the company’s shares or merger, division, dissolution and change of the company’s form;
（8） Within the scope authorized by the general meeting of shareholders （8） Within the scope authorized by the general meeting of shareholders, decide on the company’s foreign investment, acquisition and sale of assets, the company’s foreign investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted mortgage, external guarantee, entrusted wealth management, related party transactions, leased in or leased out assets, joint transactions, leased in or leased out assets, entrusted operation, entrusted operation Entrusted operation, re entrusted operation of creditor’s rights and debts, reorganization of creditor’s rights and debts, transfer of research and development projects, signing of transfer of development projects, signing of license agreements, etc; Item;
（9） Decide on the establishment of the company’s internal management organization (9) decide on the establishment of the company’s internal management organization;
（10） Appoint or dismiss the general manager of the company （10） Appoint or dismiss the company’s manager, the board of directors and the Secretary of the board of directors; appoint or dismiss the company’s deputy general manager, financial officer and other senior managers according to the nomination of the general manager; decide on their managers, and decide on their remuneration, rewards and punishments and awards Penalties; matter;
（11） Formulate the basic management system of the company; (XI) formulate the basic management system of the company; (XII) formulate the amendment of the articles of Association; (XII) formulate the amendment scheme of the articles of Association;
（13） Manage the company’s information disclosure; (13) manage the company’s information disclosure; (14) propose to the general meeting of shareholders to hire or change; (14) propose to the general meeting of shareholders to hire or replace the accounting firm audited by the company; the accounting firm audited by the company;
（15） Listen to the work summary of the general manager of the company (XV) listen to the work report of the manager of the company, report and check the work of the general manager; check the work of the manager;
（16） Laws, administrative regulations, departmental regulations (XVI) other functions and powers conferred by laws, administrative regulations, departmental rules and regulations or the articles of association. Or other functions and powers conferred by the articles of association.
Article 26 review and decision-making by the board of directors of the company Article 26 The review and decision-making procedures of the board of directors of the company are as follows:
(i) Investment decision-making procedures: the board of directors organizes (I) investment decision-making procedures: the board of directors organizes experts, professionals or entrusts the general manager to organize experts, professionals or entrusts the manager to organize relevant personnel to formulate the medium and long-term development plan of the company, and the manager to formulate the medium and long-term development plan, annual investment plan The annual investment plan, the investment plan of major projects and the investment scheme of major projects shall be submitted to the board of directors for deliberation, forming the board of directors for deliberation and forming the resolution of the board of directors; Resolutions of the board of directors; For the major business matters that need to be submitted to the general meeting of shareholders, they shall be submitted to the general meeting of shareholders according to the major business matters and procedures, which shall be submitted to the general meeting of shareholders for deliberation, which shall be deliberated by the association and implemented by the company after approval. The division organizes the implementation.
（2） Working procedures for financial budget and final accounts: Director （2） Working procedures of financial budget and final accounts: the board of directors entrusts the general manager to organize personnel to formulate the company’s annual financial budget and final accounts, profit distribution and loss financial budget and final accounts, profit distribution and loss recovery and other recovery plans, which shall be submitted to the board of directors; the board of directors shall formulate plans, formulate plans and submit them to the board of directors The general meeting of shareholders shall be invited to review and approve. After being submitted to the general meeting of shareholders for review and approval, the general manager shall organize the implementation after the manager group; Organizational implementation;
（3） Personnel appointment and removal procedures: according to the board of directors, (III) personnel appointment and removal procedures: according to the nomination for personnel appointment and removal proposed by the board of directors, the chairman and the general manager within their respective functions and powers, the nomination for personnel appointment and removal of the company’s personnel shall be examined by the company’s personnel department
Department assessment, put forward opinions on appointment and removal to the board of directors, review, put forward opinions on appointment and removal to the board of directors and report to the chairman for approval. Approved by the director general.
（4） Working procedures for major issues: Chairman （4） Working procedures for major matters: before reviewing and signing the documents on major matters decided by the board of directors, and before reviewing and signing the documents on major matters decided by the board of directors, the chairman shall study and determine the feasibility of relevant matters, judge the feasibility through the approval of the board of directors, and make a resolution after the approval of the board of directors Sign opinions to reduce the number of opinions signed after the resolution, so as to reduce work loss and work mistakes. Wrong.
Article 27 inspection by the board of directors of the company Article 27 the inspection procedures of the board of directors of the company are as follows:
During the implementation of the resolution of the board of directors, During the implementation of the resolution of the chairman (or the board of directors), the chairman (or entrust relevant departments and personnel) to carry out follow-up inspection on the implementation of the resolution, and follow-up inspection on the implementation of the resolution during the inspection. If any violation of the resolution is found during the inspection, it can require, urge and urge the general manager to correct it immediately. The manager can correct it immediately Right.
