Hengdian Group Dmegc Magnetics Co.Ltd(002056)
Comparison table of amendments to the rules of procedure of the board of directors of the company
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the governance standards of listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other relevant laws, administrative regulations and departmental rules Normative documents and the articles of association of Hengdian Group Dmegc Magnetics Co.Ltd(002056) (hereinafter referred to as "the company") and other relevant provisions propose to amend some provisions of the rules of procedure of the board of directors. The specific amendments are as follows:
No. contents of the original rules of procedure of the board of directors
Article 1 in order to improve and standardize the proceedings and decision-making procedures of the board of directors of Hengdian group dongci Co., Ltd. (hereinafter referred to as the "company"), the proceedings and decisions of the board of directors of Hengdian group dongci Co., Ltd. (hereinafter referred to as the "company") ensure the smooth operation and management of the company, 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 "Securities Law") and Securities Law of the people's Republic of China (hereinafter referred to as the corporate governance standards of Shenzhen Stock Exchange, the law of Shenzhen Stock Exchange on the listing of stocks), the governance standards of listed companies, the rules of Shenzhen Stock Exchange, (hereinafter referred to as the Listing Rules), the Listing Rules of Shenzhen Stock Exchange, (hereinafter referred to as the Listing Rules) These rules of procedure are formulated in accordance with the guidelines for the standardized operation of Shenzhen listed companies (hereinafter referred to as the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - Main Citation) and other relevant laws, administrative regulations, normative documents and the articles of association of the company for the standardized operation of listed companies on the stock exchange (hereinafter referred to as the "standardized operation"). These rules of procedure are formulated in accordance with the provisions of relevant laws, administrative regulations, normative documents and the articles of association.
Article 6 a director of a company is a natural person under any of the following circumstances. Article 6 a director of a company is a natural person and cannot serve as a director of the company under any of the following circumstances: 1. A director cannot serve as a director of the company:
(I) no or limited capacity for civil conduct; (I) no or limited capacity for civil conduct; power;
(II) being sentenced for corruption, bribery, misappropriation of property, misappropriation of property, or (II) being sentenced for corruption, bribery, misappropriation of property or misappropriation of property, undermining the order of the socialist market economy, executing or undermining the order of the socialist market economy, being sentenced to a penalty less than 5 years after the expiration of the term, or being deprived of political rights for a crime, Less than five years have elapsed since the expiration of the execution period, or less than five years have elapsed since the expiration of the deprivation of political rights due to a crime; Interest, less than five years after the expiration of the execution period;
(III) served as a director of a company or enterprise in bankruptcy liquidation, or (III) served as a director or factory director or manager of a company or enterprise in bankruptcy liquidation, who was personally responsible for the bankruptcy of the company or enterprise, and the factory director or manager was personally responsible for the bankruptcy of the company or enterprise, less than 3 years have elapsed since the completion of the bankruptcy liquidation of the company or enterprise; (IV) failing to hold the post of the company or enterprise whose business license has been revoked and ordered to close down for more than three years since the completion of the bankruptcy liquidation of the company or enterprise;
2. The legal representative of the company or enterprise and has personal responsibility, (IV) served as the legal representative of the company or enterprise whose business license was revoked due to violation of law and ordered to close down, and it has not been more than 3 years since the date of revocation of the business license of the company or enterprise; The legal representative of a closed company or enterprise and is personally liable (V) a large amount of personal debts are not paid off when due; (VI) being banned from entering the securities market by the CSRC within three years from the date of revocation of the business license of the company or enterprise;
The time limit has not expired; (V) a large amount of debt owed by an individual is not paid off when it is due (VII) other repayment stipulated by laws, administrative regulations or departmental rules;
Content. (VI) where the CSRC has taken measures to prohibit the entry into the securities market and elected or appointed directors in violation of the provisions of this article, the time limit for such election and appointment has not expired;
The appointment or appointment is invalid. In case of any circumstance (VII) of this article during the term of office of a director, which is publicly determined by the stock exchange as unfit for the post, the company shall remove him from his post. The qualifications of directors, supervisors and senior managers of listed companies who are prohibited from entering the market as independent directors shall comply with relevant laws and administrative measures, and the term has not expired;
Regulations, departmental rules, normative documents, listing rules, regulation (VIII) other provisions of laws, administrative regulations or departmental rules
No. contents of the original rules of procedure of the board of directors
Operation guidelines and other relevant provisions. His content.
If a director is elected or appointed in violation of the provisions of this article, the election, appointment or employment shall be invalid.
If any of the circumstances in items (I) to (VI) of this article occurs to a director during his term of office, the relevant director shall immediately stop performing his duties and be dismissed by the company in accordance with the corresponding provisions. The circumstances in paragraph (VII) of this article shall occur within one month from the date of the removal of the director.
The qualifications of independent directors shall comply with relevant laws, administrative regulations, departmental rules, normative documents, listing rules, standardized operation guidelines and other relevant provisions.
Article 12 the directors shall abide by the laws, administrative regulations and the provisions of Article 13 of the company. The directors shall abide by the laws, administrative regulations and the articles of association, and bear the following obligations of diligence to the company: the articles of association shall bear the following obligations of diligence to the company: (I) they shall exercise the duties entrusted by the company carefully, seriously and diligently; (I) they shall be cautious To ensure that the company's business activities do not comply with the requirements of national laws and regulations, as well as the requirements of national economic laws and regulations, Exceeding the business scope specified in the business license; The business activities do not exceed the business scope specified in the business license;
(II) all shareholders should be treated fairly; (II) all shareholders should be treated fairly;
(III) timely understand the business operation and management of the company; (III) timely understand the business operation and management of the company; (IV) the company shall sign the company's periodic reports and securities issuance documents. (IV) the company shall sign the written confirmation opinions on the company's periodic reports and securities issuance documents to ensure that the information disclosed by the company is true, accurate, accurate and complete; Unable to guarantee the accuracy and completeness of periodic reports and securities issuance; If it is impossible to guarantee the authenticity, accuracy and completeness of the contents of the periodic reports and securities issuance documents, or there is any objection to the authenticity, accuracy and completeness of the documents, it shall express its opinions and state the reasons in the written confirmation opinions. 3. Express its opinions and state the reasons in the written confirmation opinions; By;
(V) shall truthfully provide the board of supervisors with relevant information and information; (V) shall truthfully provide the board of supervisors with relevant information and information, and shall not hinder the board of supervisors or supervisors from exercising their functions and powers; Materials shall not hinder the board of supervisors or supervisors from exercising their functions and powers;
(VI) when the directors find that the company or its directors, supervisors, senior (VI) laws, administrative regulations, departmental rules, listed level managers, shareholders and actual controllers are suspected of violating laws and regulations, the rules stipulated in the "standardized operation" and the articles of association or other acts damaging the interests of the company, they shall require the relevant directors to be diligent.
The party shall immediately correct or stop, and timely report to the board of directors and submit
The board of directors shall check and report to the Shenzhen Stock Exchange when necessary.
(VII) laws, administrative regulations, departmental rules and the company
Other duties of diligence stipulated in the articles of association.
Article 13 if the director fails to attend in person for two consecutive times, he shall also be punished
Failure to entrust other directors to attend the meeting of the board of directors shall be deemed as failure to perform their duties
The board of directors shall recommend the general meeting of shareholders to replace it.
Article 17 independent directors shall comply with laws and administrative regulations Article 18 independent directors shall comply with relevant provisions of laws, administrative laws 4 and departmental rules. The relevant provisions of the CSRC and the stock exchange shall be implemented.
Article 21 nomination, election and replacement of independent directors Article 22 nomination, election and replacement of independent directors (I) the board of directors and the board of supervisors of the company, and (I) the board of directors, the board of supervisors Shareholders who individually or jointly own more than 1% of the issued shares of the company may propose candidates for independent directors who hold more than 1% of the issued shares of the company, which shall be elected and decided by the general meeting of shareholders. Propose candidates for independent directors, which shall be elected and decided by the general meeting of shareholders. 5 (II) the nominees of independent directors shall obtain the consent of the nominees of (II) independent directors before nomination. The nominee shall fully understand the position of the nominee and the consent of the nominee. The nominees shall fully understand the industry, educational background, professional title, detailed work experience, all part-time jobs, educational background, professional title, detailed work experience and all part-time jobs of the nominees, express their opinions on their qualifications and independence as independent directors, and issue opinions on their qualifications and independence as independent directors
No. contents of the original rules of procedure of the board of directors
See, the nominees shall make a public statement that there is no relationship between themselves and the company that affects their independent and objective judgment. Before the shareholders' meeting of electing independent directors in any relationship that affects their independent and objective judgment is held, the board of directors of the company shall, in accordance with the regulations, Before the shareholders' meeting for the election of independent directors is held, the company
