Rules of procedure for Jade Bird Fire Co.Ltd(002960) shareholders’ meeting
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 the shareholders of listed companies
The rules of the general meeting (revised in 2022) and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association
According to the actual situation of the company, the company plans to review the rules of procedure of Jade Bird Fire Co.Ltd(002960) general meeting of shareholders
Some provisions are revised, and this matter 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 5 lawyers employed by the company in convening the general meeting of shareholders Article 5 lawyers employed by the company in convening the general meeting of shareholders shall issue legal opinions and make public announcements on the following questions:
(I) whether the convening and convening procedures of the meeting comply with the provisions of (I) whether the convening and convening procedures of the meeting comply with relevant laws, relevant laws, administrative regulations, normative documents, corporate administrative regulations, normative documents, articles of association, articles of association and these rules; Provisions of the;
(II) the qualifications of the attendees and convener (II) whether the shareholders attending the shareholders’ meeting and the authorized proxy of the shareholders are legal and effective; The number of people in the table represents the number of shares; The qualifications of the persons attending the meeting; (III) whether the voting procedures and results of the meeting are in conformity with (III) whether the qualification of the convener is legal and effective;
The law is effective; (IV) whether the voting procedures and results of the meeting are legal and effective; (IV) issue (V) relevant shareholders’ withdrawal from voting on other relevant issues at the request of the company. Such as the legal opinion of the general meeting of shareholders. In case that other shareholders are determined to avoid voting after the notice of the general meeting of shareholders, the legal opinion shall disclose the relevant reasons in detail and issue clear opinions on their legality and compliance;
(VI) in case of illegal purchase in violation of the provisions of paragraphs 1 and 2 of Article 63 of the securities law, whether the relevant shareholders’ votes are not included in the total number of voting shares at the general meeting of shareholders is legal and compliant Issue clear opinions on whether the voting results are legal and compliant;
(VII) in addition to the proposal to elect directors and supervisors by cumulative voting, the number of shares agreed, opposed and abstained from each proposal and its proportion in the total number of valid voting shares attending the meeting, as well as whether the proposal has been adopted. The proposal to elect directors and supervisors by cumulative voting, the number of election votes obtained by each candidate and whether they are elected; Whether the voting result of the general meeting of shareholders is legal and valid;
(VIII) issue legal opinions on other relevant issues at the request of the company.
Article 6 the general meeting of shareholders is a company composed of all shareholders. Article 6 the general meeting of shareholders is the highest authority of the company composed of all shareholders. It exercises the following functions and powers according to law:
(I) determine the company’s business policy and investment plan; (I) determine the company’s business policy and investment plan;
(II) elect and replace directors who are not staff representatives; (II) elect and replace directors, supervisors and supervisors who are not staff representatives, and decide on matters related to the remuneration of directors and supervisors; Decide on the remuneration of directors and supervisors;
(III) review and approve the report of the board of directors; (III) review and approve the report of the board of directors;
(IV) review and approve the report of the board of supervisors; (IV) review and approve the report of the board of supervisors;
(V) review and approve the company’s annual financial budget plan; (V) review and approve the company’s annual financial budget plan and the final settlement plan of the final settlement party; Case;
(VI) review and approve the company’s profit distribution plan and (VI) review and approve the company’s profit distribution plan and loss recovery plan; Case;
(VII) make resolutions on the increase or decrease of the company’s registered capital (VII) make resolutions on the increase or decrease of the company’s registered capital; Resolutions; (VIII) review and approve the acquisition of the company in accordance with the provisions of the articles of Association (VIII) and make a resolution on the issuance of corporate bonds; Share scheme of the company;
(IX) make resolutions on the merger, division, dissolution and liquidation of the company or (IX) issue of shares, convertible corporate bonds, preferred shares and change of corporate form; Make resolutions on other securities varieties recognized by the CSRC;
(x) amend the articles of Association; (x) to make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company (XI) to employ or dismiss the accounting firm;
Make resolutions; （11） Amend the articles of Association;
（12） Review and approve the following external guarantees of the company: (12) make resolutions on the employment and dismissal of accounting firms; 1. The general manager of external guarantees of the company and its holding subsidiaries (XIII) deliberates and approves the following external guarantees of the company: the amount reaches or exceeds the latest audited net assets 1. Any guarantee provided after the total amount of external guarantees of the company and its holding subsidiaries reaches 50%; Or more than 50% of the latest audited net assets. 2. The total amount of external guarantee of the company reaches or exceeds the latest guarantee; Any external guarantee provided after 30% of the audited total assets in the first period. 2. The total amount of the company’s external guarantee reaches or exceeds the guarantee in the latest period; Any guarantee provided after auditing 30% of the total assets;
3. Provide guarantee for the guarantee object whose asset liability ratio exceeds 70%. 3. Provide guarantee for the guarantee object whose asset liability ratio exceeds 70%; Guarantee of; 4. The amount of a single guarantee exceeds 10% of the latest audited net assets. 4. The amount of a single guarantee exceeds the latest audited net assets guarantee;
10% guarantee; 5. The guarantee amount of the company within one year exceeds the amount of the company’s latest audited 5. The guarantee amount within 12 consecutive months exceeds 30% of the company’s latest total assets;
30% of the total assets audited in phase I; 6. The amount of guarantee within 12 consecutive months exceeds 50% of the company’s latest audited net assets and the absolute amount exceeds 50 million in the latest six consecutive months; 50% of the audited net assets of phase I and the absolute amount exceeds 7. The guarantee provided to shareholders, actual controllers and their affiliates; Fifty million; 8. Other guarantees stipulated by the CSRC or Shenzhen Stock Exchange 7. Information provided to shareholders, actual controllers and their related parties.
Guarantee; （14） Review and approve the company’s purchase and sale of 8 major assets within 12 consecutive months, as required by the CSRC or Shenzhen Stock Exchange, up to 30% of the company’s total audited assets in the latest period. Matters to be resolved;
（13） Review and approve the purchase and sale of the company within one year (15) review and approve the change of the purpose of the raised funds; The sale of major assets reaches the latest audited total capital of the company (XVI), and the equity incentive plan and employee stock ownership plan are reviewed;
30% of production; （17） Review major asset restructuring;
（14） Review and approve the change of the purpose of the raised funds; （18） Review the listing of spin off subsidiaries;
（15） Review the equity incentive plan; （19） Review the company’s initiative to withdraw its shares from the Shenzhen Stock Exchange (16) review and approve the listing of its shares on the stock exchange meeting the following criteria, and decide not to trade or transfer on the Shenzhen Stock Exchange: instead, apply for trading or transfer on other trading places;
1. Normal transactions (excluding donated cash assets): (XX) review and approve transactions that meet the following standards:
(1) The total assets involved in the transaction account for more than 50% of the company’s total unaudited assets in the latest period 1. Normal transactions (such as receiving cash assets and obtaining debt relief, except those involving consideration payment and without any obligation): if the total assets have both book value and assessed value, The amount of the company’s assets involved in the most recent period (1) is calculated as the higher of the total amount of the company’s assets involved in the most recent period; More than 50% of the total assets, and the total assets involved in the transaction are stored at the same time. (2) if the transaction object is related to the book value and evaluation value in the latest accounting year, the higher one shall be taken as the calculation data; The operating income accounts for more than 50% of the net assets involved in the subject matter (such as equity) of the company’s audited transactions in the latest fiscal year, and the absolute amount exceeds more than 50% of the latest audited net assets, and the absolute amount exceeds 50 million yuan; If the amount exceeds 50 million yuan, the net assets involved in the transaction are at the same time. (3) if the transaction object has book value and evaluation value in the latest accounting year, the higher one shall prevail; The net profit accounts for more than 50% of the company’s audited net (3) transaction target’s relevant operating income profit in the latest fiscal year, and the absolute amount exceeds 5 million yuan, accounting for the company’s audited operating income in the latest fiscal year; More than 50%, and the absolute amount exceeds 50 million yuan;
(4) The transaction amount of the transaction (including debts and expenses) (4) the relevant net profit of the transaction object in the latest accounting year accounts for 50% of the company’s latest audited net assets, accounting for more than 50% of the company’s latest audited net profit in the latest accounting year, and the absolute amount exceeds 50 million yuan; And the absolute amount exceeds RMB 5 million; (5) The profit generated from the transaction accounts for more than 50% of the company’s latest accounting (5) transaction amount (including liabilities and expenses) and more than 50% of the company’s latest audited net assets, and the absolute amount exceeds 5 million yuan; More than 50 million yuan;
(6) When the company has a “purchase or sale of assets” transaction, (6) the profit generated by the transaction accounts for more than 50% of the audited net profit of the company in the latest fiscal year, which is the higher of the total assets and transaction amount, and the absolute amount exceeds the standard of 5 million yuan, and is listed in 12 consecutive RMB according to the type of transaction; Calculated cumulatively within one month, up to 30% of the total assets audited in the asset period when the “purchase or sale of assets” transaction occurs in the latest (7) company. The higher of the total amount of relevant obligations and the transaction amount has been fulfilled shall be taken as the calculation standard, and shall not be included in the relevant cumulative calculation scope according to the transaction. The types of transactions are calculated cumulatively within 12 consecutive months. If the data involved in the calculation of the above indicators are negative, it is calculated to reach 30% of the total assets audited in the latest period. Its absolute value calculation has been performed. For transactions that meet the above standards, relevant obligations will not be included in the relevant cumulative calculation scope. If the subject matter of the transaction is equity, the company shall employ an accounting firm with the data involved in the calculation of the above indicators. If it is negative, its absolute value shall be taken as the business qualification related to securities and futures. For those who meet the above standards
