Rules of procedure of Jade Bird Fire Co.Ltd(002960) board of directors
Revision comparison table
According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China and Shenzhen Securities Exchange
The Listing Rules of the stock exchange and other relevant laws, regulations, normative documents and the provisions of the articles of association, in combination with
According to the actual situation of the company, the company plans to amend some provisions of the rules of procedure of Jade Bird Fire Co.Ltd(002960) board of directors
This item needs to be submitted to the general meeting of shareholders for deliberation.
The details of the proposed amendments are as follows:
Contents of the original rules of procedure and the revised rules of procedure
number
Article 3 the directors of the company are natural persons, the non employee representative directors are natural persons, the non employee representative directors are elected or replaced by the general meeting of shareholders, the employee representative directors are elected or replaced by the general meeting of shareholders, and the employee representative directors are elected or replaced by the general meeting of employees. The term of office of the employee representative directors is 3 years. Upon the expiration of the term of office of the directors, they shall be elected or replaced by the Congress for a term of three years. The term of office of a director may be re elected. Before the expiration of the term of office, a director may be re elected after the expiration of the general meeting of shareholders. Before the expiration of his term of office, he can be removed from his post by the shareholders or the staff congress without reason. However, if he is removed from his post by the independent board of directors or the staff congress, the consecutive term of independent directors shall not exceed 6 years. The term of office shall not exceed six years.
The term of office of the company’s directors shall be calculated from the date of taking office to the current director. The term of office of the company’s directors shall be calculated from the date of taking office to the expiration of the term of office of the current board of directors. If the directors are not re elected in time at the expiration of their term of office, the term of office of the board of directors shall expire. Before the re elected director takes office, the original director shall still be elected in accordance with the law. Before the re elected director takes office, the original director shall still perform his duties in accordance with the laws, administrative regulations, departmental rules and the articles of association. Perform the duties of director according to the regulations.
The directors of the company may be the general manager or other senior managers. The directors of the company may be the general manager or other senior managers, the general manager or other senior managers, the directors who are the general manager or other senior managers, and the directors who are the employee representatives, The total number of directors who shall not be responsible and the directors held by employee representatives shall not exceed 1 / 2 of the total number of directors of the company. More than half of the total number of directors of the company.
Article 6 under any of the following circumstances, he cannot serve as a director of the company. Article 6 under any of the following circumstances, he cannot serve as a director of the company:
(I) one of the circumstances specified in Article 146 of the company law (I) one of the circumstances specified in Article 146 of the company law; one of;
(II) being banned from entering the securities market by the CSRC, (II) being banned from serving as a director of a listed company by the CSRC, and the term has not expired; (III) the market entry ban measures for directors, supervisors and senior managers are publicly recognized by the stock exchange as unfit for the post, and the upper limit has not expired;
A director of a municipal company whose term has not expired; (III) it is publicly determined by the stock exchange that it is not suitable to serve as a director of other municipal companies specified in (IV) laws, administrative regulations or departmental rules, and the term has not expired;
Content. (IV) in case of any other election or appointment of directors in violation of the provisions of this article as stipulated by laws, administrative regulations or departmental rules, the contents of such election or appointment shall be.
The appointment or appointment is invalid. If a director elects, appoints or employs a director in violation of the provisions of this article during his term of office, he shall be dismissed by the company. The election, appointment or appointment is invalid. Directors are absent during their term of office
Under the circumstances of this article, the company shall remove him from his post.
Article 8 special functions and powers of independent directors Article 8 special functions and powers of independent directors:
(I) major related party transactions (I) major related party transactions that the company intends to conclude with related parties (I) related party transactions that the company intends to conclude with related parties with a total amount of more than 3 million yuan or more than 3 million yuan or more than 5% of the company’s recently audited net asset value), and 5% of the asset value should be recognized by independent directors), After being approved by independent directors, it shall be submitted to the board of directors for deliberation; Before and after making judgment, the independent directors shall submit it to the board of directors for deliberation; Before making a judgment, the independent directors can hire an intermediary to issue an independent financial advisory report, so as to provide a basis for their judgment; Provide basis for judgment;
(II) propose to the board of directors to employ or dismiss the accounting firm; (II) propose to the board of directors the employment or dismissal of Accountants (III) propose to the board of directors to convene an extraordinary general meeting of shareholders; Institute;
(IV) solicit the opinions of minority shareholders and propose profit distribution (III) propose to the board of directors to convene an extraordinary general meeting of shareholders;
And directly submit it to the board of directors for deliberation; (IV) solicit the opinions of minority shareholders, propose profit distribution and (V) propose to convene the board of directors; And directly submit it to the board of directors for deliberation;
(VI) independently employ external audit institutions and consulting institutions; (V) propose to convene the board of directors;
(VII) solicit voting rights from shareholders in public before the general meeting of shareholders (VI) solicit voting rights from shareholders in public before the general meeting of shareholders, but shall not be paid or paid in disguised form;
Solicitation. When exercising the above functions and powers, independent directors shall obtain (VII) independent employment of external audit institutions and consulting institutions.
More than half of the legislative directors agree. Independent directors shall obtain the consent of more than half of all independent directors when exercising the functions and powers in items (I) to (VI) of the preceding paragraph; The exercise of the functions and powers in Item (VII) of the preceding paragraph shall be subject to the consent of all independent directors. The expenses incurred by independent directors in employing intermediaries and other expenses required for exercising their functions and powers shall be borne by the company.
Article 9 independent directors express independent opinions on the following matters: Article 9 independent directors express independent opinions on the following matters: (I) nomination, appointment and removal of directors; (I) nomination, appointment and removal of directors;
(II) appointing or dismissing senior managers; (II) appointing and dismissing senior managers;
(III) remuneration of directors and senior managers; (III) remuneration of directors and senior managers;
(IV) formulation, adjustment and decision-making of the company’s cash dividend policy (IV) employment and dismissal of accounting firms;
Procedures, implementation and information disclosure, and whether the profit distribution administration (V) makes accounting policies for reasons other than the change of accounting standards to damage the legitimate rights and interests of small and medium-sized investors; Changes in accounting policies and estimates or correction of major accounting errors;
(V) related party transactions that need to be disclosed, external guarantees (excluding (VI) financial and accounting reports of listed companies, internal control guarantees provided to subsidiaries within the scope of consolidated statements), and entrusting a principal accounting firm to issue non-standard unqualified audit opinions; (VII) internal control evaluation report;
The company independently changes the accounting policies and plans for the change of commitments of related parties to the investment (VIII) of stocks and their derivatives;
Capital and other major matters; (IX) the impact of the issuance of preferred shares on the rights and interests of various shareholders of the company (VI) the impact of the company’s shareholders, actual controllers and their affiliated enterprises;
(x) the formulation, adjustment and decision-making of the company’s current or new cash dividend policy with a total amount of more than 3 million yuan are based on the borrowing or procedures, implementation and information disclosure of 5% of the company’s latest audited net assets, as well as other funds from the profit distributor, And whether the company has taken effective measures to damage the legitimate rights and interests of small and medium-sized investors;
Recovery of arrears; （11） Related party transactions that need to be disclosed, provision of guarantees (VII) major asset restructuring plans and equity incentive plans; Including providing guarantee for subsidiaries within the scope of consolidated statements), entrusting (VIII) the company to decide that its shares will no longer be traded in Shenzhen securities trading and financial management, provide financial assistance, use of raised funds, or apply for trading in other trading places or investment in stocks and derivatives;
The transferor; （12） Major asset restructuring plan, management acquisition, stock (IX) incentive plan, employee stock ownership plan, share repurchase plan that independent directors believe may damage the rights and interests of minority shareholders
matter; The scheme of offsetting debts with assets by the related parties of the listed company;
(x) in the annual report, the company’s cumulative and current (13) the company plans to decide that its shares will no longer be traded on the exchange; (14) independent directors think it is possible to damage the merger of minority shareholders and express independent opinions; Matters related to equity law;
（11） Relevant laws, administrative regulations, departmental rules and regulations (15) the chairman and general manager leave their posts during their term of office and other matters specified in the independent documents. The legislative director shall verify the reasons for the resignation of the chairman and the general manager, check the types of independent opinions expressed by the independent directors on the above matters, and express opinions on whether the reasons for disclosure are consistent with the actual situation, including consent, reservation and reasons, objection and reasons, and the impact of the matters on the company. Independent directors believe that they must be unable to express their opinions and obstacles. Their opinions should be clear and timely. They can hire an intermediary to carry out outgoing audit with clear expenses. Borne by the company;
（16） Other matters stipulated in relevant laws, administrative regulations, departmental rules and normative documents.
The types of independent opinions expressed by independent directors on the above matters include: consent, reservations and reasons, objections and reasons, unable to express opinions and obstacles, and the opinions expressed shall be clear and clear.
Article 10 directors have the following obligations of loyalty to the company: Article 10 directors have the following obligations of loyalty to the company:
(I) shall not take advantage of his power to accept bribes or other illegal income; (I) shall not take advantage of his power to accept bribes or other illegal income, and shall not misappropriate the company’s property; No one is allowed to encroach on the property of the company;
(II) not misappropriate the company’s funds; (II) not misappropriate the company’s funds;
(III) the company’s assets or funds shall not be deposited in its own name (III) the company’s assets or funds shall not be deposited in its own name or in the name of other individuals; Or open an account in the name of other individuals;
(IV) it shall not violate the provisions of the articles of association
