Hengdian Group Dmegc Magnetics Co.Ltd(002056)
Comparison table of amendments to the rules of procedure of the general meeting of shareholders 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 rules of the general meeting of shareholders of listed companies and other relevant laws, administrative regulations, departmental rules, and the articles of association of Hengdian Group Dmegc Magnetics Co.Ltd(002056) (hereinafter referred to as the "company"), some provisions of the rules of procedure of the shareholders' meeting of the company are proposed to be revised accordingly. The specific amendments are as follows:
No. original rules of procedure of the general meeting of shareholders
Article 1 is to regulate Hengdian Group Dmegc Magnetics Co.Ltd(002056) Article 1 is to regulate Hengdian Group Dmegc Magnetics Co.Ltd(002056) (hereinafter referred to as "the company"), ensure that the general meeting of shareholders acts in accordance with the law (hereinafter referred to as "the company") and ensure that the general meeting of shareholders exercises its functions and powers in accordance with the law, In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "company law") and the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") The rules for the general meeting of shareholders of listed companies (hereinafter referred to as the Securities Law), the rules for the general meeting of shareholders of listed companies, the corporate governance standards of listed 1 cities, the corporate governance standards of Shenzhen Stock Exchange, and the rules for the listing of shares of Shenzhen Stock Exchange (hereinafter referred to as the Listing Rules) Shenzhen Stock Exchange (hereinafter referred to as the Listing Rules), guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (hereinafter referred to as the operation guidelines), guidelines for the self-discipline supervision of companies No. 1 - Specifications for listed companies on the main board and other relevant laws and administrative regulations These rules are formulated in accordance with the provisions of relevant laws and procedures such as normative documents and the guidelines for the operation of the chapter of the company (hereinafter referred to as "standardized operation"). These rules are formulated in accordance with the provisions of administrative regulations, normative documents and the articles of association.
Article 4 the general meeting of shareholders is divided into annual general meeting and extraordinary general meeting. Article 4 the general meeting of shareholders is divided into annual general meeting and extraordinary general meeting. The annual general meeting of shareholders shall be held once a year and shall be held in the East. The annual general meeting of shareholders shall be held once a year and shall be held within 6 months after the end of the previous fiscal year. Held within six months after the end of the fiscal year. The extraordinary general meeting of shareholders shall not be held from time to time. The extraordinary general meeting of shareholders shall be held at a certain time under any of the following circumstances. In case of any of the following circumstances, the company shall convene the extraordinary general meeting of shareholders within 2 months from the date of occurrence of the fact, and within 2 months from the date of occurrence of the extraordinary general meeting of shareholders:
Shareholders' meeting: (I) the number of directors is less than the number specified in the company law or (I) the number of directors is less than two-thirds of the number specified in the company law or the articles of Association;
2 / 3 of the number specified in the articles of Association; (II) the company's outstanding losses reach one-third of the total paid in share capital; (II) the company's outstanding losses reach one-third of the total paid in share capital;
Time; (III) at the request of shareholders who individually or jointly hold 10% of the shares of the listed company and 2 (III) individually or jointly hold more than 10% of the shares of the listed company;
At the request of the shareholders of the shares; (IV) when the board of directors deems it necessary;
(IV) when the board of directors deems it necessary; (V) proposed by independent directors, and proposed by half (V) of all independent directors and agreed by more than 1 / 2 of all independent directors;
With the above consent; (VI) when the board of supervisors proposes to hold a meeting;
(VI) when the board of supervisors proposes to hold a meeting; (VII) other circumstances stipulated by laws, administrative regulations, departmental rules, Chapter VII of the company, laws, administrative regulations, departmental rules, articles of association or these rules.
Other circumstances specified in the procedures or these rules. If the company is unable to convene the general meeting of shareholders within the above-mentioned time limit, the company shall, if the company is unable to convene the general meeting of shareholders within the above-mentioned time limit, It shall report to Zhejiang regulatory bureau of China Securities Regulatory Commission (hereinafter referred to as "Zhejiang securities regulatory bureau" and Shenzhen Stock Exchange of China Securities Regulatory Commission) and Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange"), explain the reasons and make an announcement.
No. original rules of procedure of the general meeting of shareholders
"Shenzhen Stock Exchange"), explain the reasons and make an announcement.
Article 7 the following external guarantees of the company shall be approved by the shareholders' meeting. Article 7 the following external guarantees of the company shall be approved by the shareholders' meeting:
(I) external guarantee of the company and its holding subsidiaries (I) any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries reaches or exceeds the total amount of the latest audited net assets, exceeds 50% of the latest audited net assets and exceeds 50% of the latest audited net assets; Any guarantee provided after;
(II) any guarantee provided after the total amount of external guarantee of the company reaches or exceeds the total amount of external guarantee of the latest (II) Company and exceeds 30% of the total assets audited in the latest period; protect; (III) providing guarantees for those whose asset liability ratio exceeds 70% and (III) providing guarantees for those whose asset liability ratio exceeds 70%;
Guarantee for supply; (IV) the amount of a single guarantee exceeds the latest audited net assets (IV) the amount of a single guarantee exceeds 10% of the latest audited net assets;
Guarantee of 10% of the property; (V) accumulative calculation of the company's guarantee amount in the last 12 months (V) the guarantee amount in consecutive 12 months exceeds 30% of the company's latest audited total assets and 30% of the company's latest audited total assets; Guarantee;
(VI) the guarantee amount exceeds 50% of the audited net assets provided by the company to shareholders, actual controllers and their related parties in the latest 12 consecutive months, and the absolute amount exceeds 5000;
10000 yuan; (VII) other guarantees stipulated by Shenzhen Stock Exchange or the articles of Association (VII) information provided to shareholders, actual controllers and their related parties.
Guarantee of; When the general meeting of shareholders deliberates on the guarantee matters in Item (V) of the preceding paragraph, (VIII) other guarantees stipulated by the Shenzhen Stock Exchange or the articles of association shall be guaranteed by more than two-thirds of the voting rights held by the shareholders attending the meeting. Pass.
When the general meeting of shareholders considers the guarantee matters in Item (V) of the preceding paragraph, the shareholders, actual controllers and their affiliates shall be approved by more than 2 / 3 of the voting rights held by the shareholders present at the meeting. When considering the guarantee proposal provided by the shareholder, the shareholder or the shareholders supported by the actual controller shall not participate in the voting. The voting shall be passed by more than half of the voting rights held by the shareholder or other shareholders under the actual control when attending the guarantee proposal provided by the joint stock party. The shareholder controlled by the shareholder shall not participate in the voting, which shall be decided by the shareholder
More than half of the voting rights held by other shareholders attending the general meeting of shareholders
Pass.
Article 11 shareholders who individually or jointly hold more than 10% of the company's shares shall have the right to request the board of directors to convene an extraordinary general meeting of shareholders. Shareholders holding more than 10% of the company's shares shall have the right to request the board of directors to convene an extraordinary general meeting of shareholders, and shall submit it to the board of directors in writing. The board of directors shall the board of directors, and shall propose to the board of directors in writing. The board of directors shall, in accordance with the provisions of laws, administrative regulations and the articles of association, and in accordance with the provisions of laws, administrative regulations and the articles of association, submit the written feedback of the general meeting of shareholders within 10 days after receiving the request to agree or disagree to convene the extraordinary shareholders' meeting. Written feedback from the conference.
4 if the board of directors agrees to convene an extraordinary general meeting of shareholders, it shall issue a general notice of convening the general meeting of shareholders within 5 days after the resolution of the board of directors is made. If the board of directors agrees to convene the extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within 5 days after the resolution of the board of directors is made, and notify the changes to the original request in the notice, The change of the original request in the notice of relevant shareholders shall be obtained, and the consent of relevant shareholders shall be obtained. Meaning.
If the board of directors disagrees with the convening of the extraordinary general meeting of shareholders, or the board of directors disagrees with the convening of the extraordinary general meeting of shareholders, or fails to give feedback within 10 days after receiving the request, or fails to give feedback within 10 days after holding the request alone or jointly, the company shall hold the company alone or jointly
No. original rules of procedure of the general meeting of shareholders
Shareholders with more than 10% of the company's shares have the right to propose to the board of supervisors to convene an extraordinary general meeting of shareholders. Shareholders with more than 10% of the company's shares have the right to propose to the board of supervisors to convene an extraordinary general meeting of shareholders, and shall submit a request to the board of supervisors in writing. Request.
If the board of supervisors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within 5 days after receiving the request of the board of supervisors. The notice of convening the general meeting of shareholders shall be issued within 5 days after the request of the notice. Any change to the original proposal in the notice shall be approved by the relevant shareholders. The change requested shall be approved by the relevant shareholders.
If the board of supervisors fails to give notice of the general meeting of shareholders within the prescribed time limit, it shall be deemed that the board of supervisors does not convene and preside over the general meeting of shareholders, and it shall be deemed that the board of supervisors does not convene and preside over the general meeting of shareholders for 90 consecutive years, Shareholders who individually or jointly hold more than 10% of the company's shares for more than 90 consecutive days, who individually or jointly hold more than 10% of the company's shares, may convene and preside over the meeting on their own. The East may convene and preside over the meeting on its own.
Article 12 If the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own, they shall notify the board of directors in writing. If the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own, they shall notify the board of directors in writing and file with the Shenzhen stock exchange at the same time. And Shenzhen Stock Exchange. Before the announcement of the resolution of the general meeting of shareholders, if the shareholding ratio of the convening shareholders is not before the announcement of the resolution of the general meeting of shareholders, the shareholders shall be convened
