Tianjin Motimo Membrane Technology Co.Ltd(300334)
Comparison table of amendments to the rules of procedure of the board of directors
According to the company law of the people's Republic of China (revised in 2018), the securities law of the people's Republic of China (revised in 2019), the Listing Rules of GEM stocks of Shenzhen Stock Exchange (revised in 2020), the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange (revised in 2020), and the guidelines for the articles of association of listed companies (revised in 2019) According to the latest provisions of relevant laws and regulations such as the standards for the governance of listed companies, and in combination with the actual situation of the company, the relevant provisions of the rules of procedure of the board of directors are revised. The revised rules of procedure of the board of directors can come into force only after being deliberated and approved by the general meeting of shareholders. The specific revision contents are as follows: comparison table for the revision of the rules of procedure of the board of directors
Content before and after revision
Article 3 the board of directors is composed of 7 directors, of which 3 Article 3 the board of directors is composed of 10 directors, including 1 independent director, 1 Chairman, 5 deputy directors, 1 Chairman. 1 independent leader. At least one of the independent directors is a financial professional with the qualification of financial professional accountant with senior professional title or registered professional title or certified public accountant qualification. personage. Article 8 in addition to laws, regulations, the articles of association and this article 8, unless otherwise provided by laws, administrative regulations and the rules of the articles of association, the board of directors shall consider and approve the transactions that meet one of the following standards (except for the transactions that meet one of the following standards for donated cash assets (except for providing guarantee and financial assistance):
（1） The total assets involved in the transaction (at the same time (I) the total assets involved in the transaction account for the book value and evaluation value of the listed company, whichever is higher) 10% of the company's latest audited total assets, accounting for more than 50% of the company's latest audited total assets, The total assets involved in the transaction exist under the book (excluding 50%); if the face value and the assessed value are higher, it shall be calculated according to (2) the recent basis of the transaction object (such as equity);
The relevant operating revenue of one fiscal year accounts for less than 50% (excluding 50%) of the audited operating revenue of the company's (II) transaction subject (such as equity) in the most recent fiscal year, or the absolute amount is low. The audited operating revenue of the company in the most recent fiscal year closed at 30 million yuan (excluding RMB 30 million); more than 10% of the received and the absolute amount exceeds 1000 (III) the subject matter of the transaction (such as equity) is in the latest RMB 10000;
The net profit related to an accounting year accounts for 50% of the audited net profit of the company's most (III) transaction subject (such as equity) in the latest accounting year. The net profit related to an accounting year accounts for less than 50% of the listed company (excluding 50%), or the absolute amount is less than 3 million yuan of the audited net profit of the company in the latest accounting year (excluding 3 million yuan); more than 10% and the absolute amount exceeds 1 million yuan; (IV) the transaction amount of the transaction (including (IV) the transaction amount of the transaction (including the debt and expenses of the debt) accounts for less than 50% of the latest audited net assets of the listed company (excluding 50%), or more than 10% of the absolute net assets, and the absolute amount is less than 30 million yuan (excluding 30 million yuan and 10 million yuan);
Yuan); （5） (V) the profits generated from transactions account for 10% of the audited net profit of the company in the latest fiscal year, less than 50% of the audited net profit in a fiscal year, and the absolute amount exceeds 1 million yuan.
(excluding 50%), or the absolute amount is less than 300. If the data involved in the calculation of the above indicators is 10000 yuan (excluding 3 million yuan), the negative value shall be calculated by taking its absolute value.
If the data involved in the calculation of the above indicators are the "transaction" referred to in this article, it refers to the following transactions: negative value, calculated by taking its absolute value. (i) Purchase or sale of assets;
When the company conducts transactions such as "providing financial assistance" and "entrusting (II) foreign investment (including entrusted financial management and entrusted financial management", it shall take the amount incurred as the investment of subsidiaries, establish or increase the calculation standard of wholly-owned subsidiaries, and rank in 12 consecutive companies according to the transaction category);
Cumulative calculation within months. （3） Provide financial assistance (including entrusting the loan company to "provide guarantee" and "provide financial funds);
(4) providing guarantees other than financial assistance and "entrusted financial management" (refers to the guarantees that the listed company should provide to the subscripts of the same transaction category when trading for others, including the guarantee to the holding subsidiaries, and the relevant transactions shall be accumulated within 12 consecutive months);
Calculation. （5） Leased in or leased out assets;
The subject matter of the transaction is equity, and the purchase or sale of the (VI) signing of management contracts (including entrusted equity will lead to entrusted operation and entrusted operation within the scope of the company's consolidated statements); more importantly, the equity corresponds to all the assets and (VII) donated or donated assets of the company; the business income is regarded as the total assets involved in the transaction and (VIII) creditor's rights or debt restructuring;
Operating income related to the subject matter of the transaction. （9） Transfer of research and development projects; establishment of a limited liability company with foreign investment by the company (10) signing a license agreement;
Or a joint stock limited company waives its rights in accordance with article (11) of the company law (including waiving the right to sub purchase and preemptive subscription of capital contributions in accordance with Article 26 or Article 81 of the company law). If the capital contribution is fully paid in a fixed period, the provisions of paragraph 1 of this article shall apply on the basis that the following activities of the whole company as agreed in the agreement do not belong to the partial capital contribution specified in the preceding paragraph:
Yes. (i) Purchase of raw materials related to daily operation the "transaction" referred to in this article refers to the following transactions: materials, fuel and power (excluding those involved in asset replacement) (I) purchase or sale of assets (excluding purchase and sale of such assets);
Purchase of raw materials, fuel and power, and sale of products, (II) sale of products, commodities and other assets related to daily operation, but assets related to asset business (excluding those involved in the purchase and sale of such assets in asset replacement, such assets shall still be purchased and sold);
Included); （3） Although the transactions specified in the preceding paragraph are carried out (2) foreign investment (including entrusted financial management and entrustment), it belongs to the main business activities of the company.
Entrusted loans: in addition to providing guarantees and entrusted financial management to subsidiaries, joint ventures and associated enterprises, Shenzhen securities investment, investment in trading financial assets, listing rules of GEM stocks of the stock exchange available for stock issuance, financial assets sold in Shenzhen, held to maturity investment, etc.); Where other business rules of the stock exchange provide otherwise, (3) providing financial assistance; In addition, the company leases in or out assets of the same category and related to the subject matter; At the time of transaction, management contracts shall be signed (including the principle of entrusted calculation, which shall be subject to the provisions of Article 8 of these rules. Entrusted operation, entrusted operation, etc.) in accordance with the cumulative calculation (5) for 12 consecutive months; the subject matter of the transaction is equity, and (6) gifts or donated assets shall be purchased or sold; The equity will lead to (VII) creditor's rights or debt restructuring within the scope of the company's consolidated statements; In case of change, the equity shall correspond to the transfer of all (8) research and development projects of the company; As the calculation standard, assets and operating income shall be subject to this (IX) license agreement. Article 8 of the rules.
If the aforesaid equity transaction does not lead to any change in the scope of the consolidated statements, the relevant financial indicators shall be calculated according to the change proportion of the equity held by the company, and the provisions of Article 8 shall apply.
Where a company invests abroad to establish a limited liability company or a joint stock limited company, and the capital contribution can be paid in installments in accordance with Article 26 or Article 80 of the company law, the provisions of paragraph 1 of this article shall apply based on the total capital contribution agreed upon in the agreement. The financial assistance provided by the company shall be approved by more than two-thirds of the directors attending the meeting of the board of directors and make a resolution to timely perform the obligation of information disclosure. In case of any of the following circumstances, the financial assistance shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
(i) The latest audited asset liability ratio of the funded object exceeds 70%;
（2） The amount of single financial assistance or the cumulative amount of financial assistance provided within 12 consecutive months exceeds 10% of the company's latest audited net assets;
（3） In other cases specified in the articles of association, the company's financial aid object is the holding subsidiary within the scope of the company's consolidated statements and the shareholding ratio exceeds 50%, and the provisions of the preceding two paragraphs are exempted.
Article 9 the amount of transactions between the company and related parties (Article 9 the amount of transactions between the company and related parties (except for cash and guarantee provided by the company) is lower than that for guarantee) exceeds 30 million yuan and 10 million yuan (excluding RMB 10 million), or accounting for more than 5% of the absolute value of the company's latest audited net assets, the company shall submit it to the general meeting of shareholders for deliberation (excluding 5%) related party transactions shall be reviewed and approved by the board of directors. Article 12 except for the following guarantee matters, which shall be reviewed and approved by the board of directors, the following guarantee matters shall be submitted to the general meeting of shareholders of the company for review and approval after being reviewed and approved by the board of directors, and other guarantee matters shall be reviewed and approved by the board of directors Approved by:
（1） The company and its holding subsidiaries guarantee (I) that the amount of a single guarantee exceeds the total amount of the company's latest external guarantee and reaches or exceeds 10% of the audited net assets in the latest audit period;
Any guarantee provided after 50% of the net assets; （2） Provision of the company and its holding subsidiaries (2) any guarantee provided by the company after the total amount of external guarantee reaches the total amount of guarantee, exceeds the latest audited net assets of the company or exceeds 30% of the latest audited total assets and 50% of the assets;
Any guarantee provided after; （3） Guarantee for those with asset liability ratio exceeding 70% (3) guarantee for those with asset liability ratio exceeding 70%;
The guarantee provided by the insured; （4） The amount of guarantee within 12 consecutive months exceeds (4) the amount of single guarantee exceeds 50% of the latest audited net assets of the company and 10% of the latest audited net assets;
