Securities code: Angel Yeast Co.Ltd(600298) securities abbreviation: Angel Yeast Co.Ltd(600298) Lin No. 2022037 Angel Yeast Co.Ltd(600298)
Announcement on Amending the relevant provisions of the rules of procedure of the third committee
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Angel Yeast Co.Ltd(600298) (hereinafter referred to as the company) in order to further improve the corporate governance structure, in accordance with the guidelines for the articles of association of listed companies (revised in 2022), the rules for the listing of shares on Shanghai Stock Exchange (revised in January 2022), the rules for independent directors of listed companies (CSRC announcement [2022] No. 14) and other normative documents, and in combination with the actual situation of the company, Revise the relevant provisions in the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors and the rules of procedure of the board of supervisors.
The above-mentioned rules of procedure have been deliberated and adopted at the 39th meeting of the 8th board of directors and the 34th meeting of the 8th board of supervisors held by the company on March 25, 2022. The specific amendments are as follows:
1、 Comparison table of amendments to some articles of the rules of procedure of the general meeting of shareholders
Before and after revision
Article 4 the general meeting of shareholders is divided into annual general meeting of shareholders. Article 4 the general meeting of shareholders is divided into annual general meeting of shareholders and extraordinary general meeting of shareholders. The annual general meeting of shareholders and the extraordinary general meeting of shareholders shall be held every year. The annual general meeting of shareholders shall be held once a year, which shall be held 6 times after the end of the previous fiscal year and within 6 months after the end of the previous fiscal year. The extraordinary general meeting of shareholders shall be held irregularly within a month. The extraordinary general meeting of shareholders shall be held irregularly. In case of the circumstances that Article 101 of the company law stipulates that the extraordinary general meeting of shareholders shall be called as stipulated in Article 55 of the articles of association, and in case of the extraordinary general meeting of shareholders held by the extraordinary shareholders, the extraordinary general meeting of shareholders shall be held
The meeting shall be held within two months. It should be held within 2 months.
If the company is unable to convene the shareholders' meeting within the above-mentioned time limit, a large company shall report to the dispatched office of the CSRC where the company is located, the securities trading institution where the company's shares are listed and traded and the Shanghai Stock Exchange, explain the reasons and make an announcement. The exchange (hereinafter referred to as the "Stock Exchange") shall explain the reasons and make an announcement.
Article 7 more than half of the independent directors have the right to propose to the board of directors and propose to the board of directors to convene an extraordinary general meeting of shareholders. An extraordinary general meeting of shareholders shall be held separately. For the proposal of independent directors to convene an extraordinary general meeting of shareholders, the proposal of the board of directors to convene an extraordinary general meeting of shareholders, the board of directors shall, in accordance with the law, administrative regulations and the provisions of the company's constitution, administrative regulations and the articles of association, and in accordance with the provisions of the procedure, Put forward within 10 days after receiving the proposal, and put forward the written feedback of agreeing or disagreeing to convene the extraordinary general meeting within 10 days after receiving the proposal.
Feedback
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Article 10 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. At the same time, if they decide to convene the general meeting of shareholders, they shall notify the board of directors in writing. At the same time, they shall file with the dispatched office of the CSRC and Shanghai stock exchange where the company is located.
Record of the exchange. Before the announcement of the resolution of the general meeting of shareholders, the convening shareholders shall hold a shareholding ratio of not less than 10% before the announcement of the resolution of the general meeting of shareholders.
The proportion of shares shall not be less than 10%. The board of supervisors and convening shareholders shall submit relevant supporting materials to the stock exchange of the company when issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders, and when notifying the Shanghai Securities Commission and the announcement of the resolution of the general meeting of shareholders. Local offices of the CSRC and stock exchanges shall submit relevant supporting materials.
Article 19 shareholders individually or jointly holding more than 3% of the company's shares Article 19 shareholders individually or jointly holding more than 3% of the company's shares may hold a general meeting of shareholders. Shareholders with more than 3% of the shares may put forward interim proposals and submit them to the convener in writing 1010 days before the general meeting of shareholders. Put forward a temporary proposal and submit it to the convener in writing. The convener shall issue a notice within 2 days after receiving the proposal, and the shareholders' meeting shall issue a supplementary notice of the general meeting of shareholders within 2 days after receiving the proposal to announce the contents of the temporary proposal. The meeting will supplement the notice and announce the contents of the temporary proposal.
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For the proposals that are not listed in the notice of the general meeting of shareholders or do not comply with the provisions of Article 52 of the articles of association of the company, and the proposals that are not listed in the notice of the general meeting of shareholders or do not comply with the provisions of Article 13 of the general rules of shareholders, the general meeting of shareholders shall not attend the meeting, vote and make resolutions. Vote and make a resolution.
Article 23 candidates for directors and supervisors shall be nominated as follows:
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The nomination of independent director candidates shall be in accordance with the law. The nomination of independent director candidates shall be in accordance with the relevant provisions of laws, administrative regulations, departmental rules, administrative regulations and departmental rules of the independent director system and the rules of procedure of listed companies.
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Article 30 individual shareholders who attend the meeting in person Article 30 individual shareholders who attend the meeting in person shall produce their own ID card or other valid certificates or certificates that can indicate their identity, and stock account cards; Valid certificates or certificates of the Commission's identity and stock account cards; If a proxy is entrusted to attend the meeting, he shall show his valid proxy. If a proxy is entrusted to attend the meeting, the proxy shall also show his identity card and the power of attorney of the shareholder. I have valid ID card and power of attorney of shareholders.
Article 37 shareholders and the general meeting of shareholders propose to review article 37 shareholders shall withdraw from voting when they are related to the items to be considered at the general meeting of shareholders. When their matters are related, they shall withdraw from voting. The shares with voting rights held by them shall not be included in the shares with voting rights held by the majority of shareholders attending the general meeting of shareholders, and shall not be included in the total number of shares with voting rights attending the general meeting of shareholders. Total number of voting shares.
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The announcement of the resolution of the general meeting of shareholders shall fully disclose that the purchase of voting shares of the company by shareholders violates the voting of non affiliated shareholders. In case of special circumstances, if the shareholders can not be avoided according to the provisions of paragraphs 1 and 2 of Article 63 of the securities law, the company can vote in accordance with normal procedures after obtaining the consent of the relevant departments for the purchase of the shares exceeding the specified proportion, and shall not exercise the voting right within 36 months, and shall not make a detailed explanation in the announcement of the resolution of the general meeting of shareholders. Included in the total number of voting shares attending the general meeting of shareholders. The announcement of the resolution of the general meeting of shareholders shall fully disclose the voting of non affiliated shareholders. In case of special circumstances, if the affiliated shareholders cannot evade, the company can vote in accordance with normal procedures after obtaining the consent of relevant departments, and make a detailed explanation in the announcement of the resolution of the general meeting of shareholders.
Article 40 the board of directors and independent directors of the company and the board of directors, independent directors and shareholders who meet the relevant requirements may publicly solicit the voting rights of shareholders with more than 1% of the voting shares or shareholders in accordance with the law. To solicit shareholders' voting rights, the specific voting intention and other information shall be fully disclosed to the collector established in accordance with the laws, administrative regulations or the provisions of the CSRC. Prohibited investor protection institutions may publicly solicit shareholders' votes and solicit shareholders' voting rights in a paid or disguised way.
Right to vote. The solicitation of shareholders' voting rights shall be fully to the solicited person, and the company shall not put forward the minimum requirements for the solicitation of voting rights, and disclose the specific voting intention and other information. It is prohibited to restrict the use of compensation or share ratio. Solicit shareholders' voting rights in a disguised and paid manner.
Except for legal conditions, the company shall not put forward a minimum shareholding limit on the solicitation of voting rights.
Article 49 the minutes of the general meeting of shareholders shall be kept by the Secretary of the board of directors. The minutes of the meeting shall be recorded by the Secretary of the following internal affairs meeting. The meeting minutes record the following contents: (I) meeting time, place, agenda and convening; (I) meeting time, place, agenda and name of convener;
Name of the person; (II) host of the meeting and attending or attending the meeting as nonvoting delegates
(II) the names of the chairman of the meeting and the directors, supervisors, Secretary of the board of directors, directors, supervisors and senior managers attending or attending the meeting as nonvoting delegates; Name of personnel;
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The directors attending the meeting, the Secretary of the board of directors, the directors, supervisors, the Secretary of the board of directors, the convener or his representative and the chairman of the meeting shall sign on the meeting minutes, and ensure that the contents of the meeting minutes are true and accurate, and that the contents of the meeting minutes are true, complete and complete. The minutes of the meeting shall be accurate and complete with those of the shareholders attending the meeting. The minutes of the meeting shall be kept together with the on-site attendance share signature register and the power of attorney attended by proxy, the signature book of network and other shareholders, the power of attorney attended by proxy, and the valid data of network and voting mode, and the valid data of voting mode shall be kept together for a period of not less than 10 years. The storage period shall not be less than 10 years.
Article 50 the convener shall guarantee the shareholders' meeting. Article 50 the convener shall ensure that the shareholders' meeting is held continuously until a final resolution is reached. It cannot be held continuously until a final resolution is formed. If the general meeting of shareholders is suspended or unable to make a resolution due to special reasons such as force majeure, necessary measures shall be taken to resume the convening of the general meeting of shareholders as soon as possible. If the resolution can be made as soon as possible, necessary measures shall be taken to resume the convening of the general meeting of shareholders or directly terminate the general meeting of shareholders. The general meeting of shareholders or directly terminate the general meeting of shareholders and make a timely announcement. At the same time, the convener shall make an announcement to the company when it is located. At the same time, the convener shall report to the dispatched office of the CSRC and the Shanghai Stock Exchange in the place where the company is located. Sue.
Article 56 when considering a proposal, the speaking shareholders shall raise their hands first. With the permission of the chairman of the general meeting of shareholders, they shall raise their hands first. With the permission of the chairman of the general meeting of shareholders, they can speak impromptu or at the designated speaking table. Several units spoke impromptu or at the designated speaker's table. When several shareholders raise their hands to speak, the host shall designate the speaker. When speaking by hand, the host shall designate the speaker.
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Directors, supervisors, general managers, other directors, supervisors and senior managers of the company attending the meeting and those approved by senior managers and the chairman of the general meeting of shareholders may speak.
Speakers may speak. The chairman of the general meeting of shareholders may refuse or stop the speech in violation of the provisions of the preceding three paragraphs. The host can refuse or stop.
Article 60 The term "announcement or notice" as mentioned in these rules, and the term "announcement or notice" as mentioned in Article 60 refers to the publication of the supplementary notice of the general meeting of shareholders in the newspaper designated by the CSRC, which refers to the information disclosure content in line with the requirements of the CSRC. If the announcement or notice is long, the media and the website company of Shanghai Stock Exchange may choose to publish the relevant information disclosure in the newspapers and periodicals designated by the CSRC. The relevant contents shall be disclosed in summary, but the full text shall be published on the website designated by the CSRC at the same time.
The supplementary notice of the general meeting of shareholders referred to in these Rules shall be published in the notice of the meeting
