《 Yunnan Tourism Co.Ltd(002059)
Comparison table of amendments to the rules of procedure of the general meeting of shareholders
No. original articles of association contents revised articles of association contents
Article 1 is to regulate the behavior of listed companies. Article 1 is to regulate Yunnan Tourism Co.Ltd(002059) Co., Ltd. to ensure that the general meeting of shareholders exercises its functions and powers according to law. According to the company law of the people's Republic of China (hereinafter referred to as the "company" or "listed company") (hereinafter referred to as the "company law"), to ensure that the general meeting of shareholders exercises its functions and powers according to law The people's Republic of China formulates these rules in accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law") and the provisions of the securities law of the people's Republic of China. These rules are formulated in accordance with the provisions of the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law").
Article 3 the general meeting of shareholders is the power of the company. Article 3 the general meeting of shareholders is the power organ of the company. It exercises the following functions and powers according to law:
(I) decide on the company's business policy and investment plan (I) decide on the company's business policy and investment plan; Draw;
(II) elect and replace directors and supervisors who are not staff representatives; (II) elect and replace directors and supervisors who are not staff representatives, decide on the remuneration of relevant directors and supervisors, and decide on the remuneration of relevant directors and supervisors; Remuneration matters;
2 (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 plan (V) review and approve the company's annual financial budget and final settlement plan; Plan and final settlement plan;
(VI) review and approve the company's profit distribution (VI) review and approve the company's profit distribution plan and loss recovery plan; And loss recovery plan;
(VII) make resolutions on the increase or decrease of the company's registered capital; Make resolutions;
(VIII) make resolutions on the issuance of corporate bonds; (VIII) make resolutions on the issuance of corporate bonds;
(IX) make resolutions on the merger, division and dissolution of the company, (IX) make resolutions on the merger, division, dissolution, liquidation or change of company form of the company; Make resolutions on the settlement or change of the company form;
(x) amend the articles of Association; (x) amend the articles of Association;
（11） (11) make resolutions on the employment and dismissal of accounting firms; Resolutions made by the office;
（12） Review and approve the articles of Association (12) review and approve the guarantee matters specified in Article 5 and Article 56 of the articles of Association; Guarantee matters stipulated in Article 16;
（13） Review the purchase and sale of major assets by the company within one year; (XIII) review the matters that the major assets purchased and sold by the company within one year exceed 30% of the total assets audited by the company in the latest period; 30% of assets;
（14） The total amount of assets involved in the review exceeds (14) the total amount of assets involved in the review exceeds 30% of the company's latest audited total assets. The company's latest audited total assets include foreign investment (including entrusted wealth management, entrusted loans, assets (including entrusted wealth management, entrusted loans, investment in subsidiaries and subsidiaries), leased in or leased out assets, investment), leased in or leased out assets Gifts or gifts, gifts or gifts of assets, reorganization of creditor's rights or debts, reorganization of assets, creditor's rights or debts, signing of management contracts or license agreements, etc; Major investment items; For major investment projects, relevant special projects shall be organized, and relevant experts and professionals shall be organized to conduct evaluation, and experts and professionals shall be organized to conduct evaluation; Review;
（15） (15) to review the transactions between the company and related persons (excluding the cash assets donated by the company and the guarantee provided by the company (excluding the cash assets donated by the company and the guarantee provided by the company) with an amount of more than 30 million yuan, and accounting for more than 30 million yuan in the listing, Related party transactions that account for 5% of the latest audited net assets of the listed company and more than 5% of the latest audited net assets of the company; Related party transactions on the;
（16） Deliberating and approving the change of the raised funds (16) deliberating and approving the change of the purpose of the raised funds; matter;
（17） Review the equity incentive plan; （17） Review the equity incentive plan and employee holding (18) review laws, administrative regulations and share plans; According to the departmental rules or the articles of association, the shareholders (18) shall review the laws, administrative regulations and departments
Other matters decided by the general assembly. Other matters that shall be decided by the general meeting of shareholders as stipulated in the rules or the articles of association.
If the company receives donated cash assets, obtains debt relief and other transactions that do not involve consideration payment and do not have any obligations, it may be exempted from submitting to the general meeting of shareholders for deliberation, but it shall still perform the obligation of information disclosure in accordance with relevant regulations.
Article 5 under any of the following circumstances, and under any of the following circumstances in Article 5 of the company, the company shall convene an extraordinary general meeting of shareholders within two months from the date of occurrence of the fact: the general meeting of shareholders:
(I) the number of directors is less than the number specified in this law; (I) the number of directors is less than the number specified in the company law or two-thirds of the number specified in the articles of association or two-thirds of the number specified in the articles of Association; (II) when;
(II) the company's outstanding losses reach the paid in capital (II) the company's outstanding losses reach one-third of the total paid in capital; One third of the total amount;
(III) at the request of shareholders who individually or jointly hold more than 10% of the company's shares; At the request of shareholders of more than 10 shares;
(IV) when the board of directors deems it necessary; (IV) when the board of directors deems it necessary;
(V) when the board of supervisors proposes to hold a meeting; (V) when the board of supervisors proposes to hold a meeting;
(VI) other circumstances stipulated by laws, administrative regulations, departmental rules (VI) laws, administrative regulations, departmental rules or chapters or the articles of association.
Other circumstances stipulated in the articles of association.
Article 8 the board of directors shall convene the shareholders' meeting within the time limit specified in Article 4 and Article 5 of these rules. an assembly.
Article 16 shareholders who individually or jointly hold more than 3% of the shares of the company's 5 companies, individually or jointly, can hold more than 3% of the shares. Shareholders who hold more than 3% of the shares can put forward interim proposals ten days before the convening of the general meeting of shareholders and submit them to the convener in writing. The convener shall notify the person who receives it. The convener shall send a notice within two days after receiving the proposal
The supplementary notice of the general meeting of shareholders shall be issued within two days after the proposal, and the notice of the interim proposal and the content of the interim proposal shall be announced. Content.
In addition to the provisions of the preceding paragraph, the convener shall not modify the proposals listed in the notice of the general meeting of shareholders or add new proposals after issuing the notice of the general meeting of shareholders. Listed proposals or add new proposals.
Proposals that are not listed in the notice of the general meeting of shareholders or that are not listed in the notice of the general meeting of shareholders or that are not in conformity with the provisions of Article 13 of these rules, and proposals that are specified in Article 15 of the rules of shareholders shall not be voted and adopted at the general meeting of shareholders. May vote and make a resolution.
Article 20 the notice of the general meeting of shareholders shall include the time and place of the meeting, the time and place of the meeting, the matters to be considered, and the registration date. Between the date of equity registration and the date of the meeting, and determine the date of equity registration. The interval between the date of equity registration and the meeting 6 shall not be more than seven working days. The interval between equity dates shall not be less than two working days. Once the registration date is confirmed, it shall not be changed. And not more than seven working days. Once the equity registration date is confirmed, it shall not be changed.
Article 35 shareholders or shareholders' agents Article 35 shareholders or shareholders' agents may raise questions at the general meeting of shareholders in order to raise questions at the general meeting of shareholders:
(I) shareholders can raise questions on the contents of relevant proposals; (I) shareholders can raise questions on the contents of relevant proposals; Issue questions;
(II) directors and supervisors shall give written or oral answers to shareholders' (II) directors, supervisors and senior managers' questions and suggestions. When they give written or oral or explanation to shareholders' questions and suggestions, they can also designate relevant personnel to give a reply or explanation, or designate relevant personnel to reply or explain; Give a reply or explanation;
(III) with the consent of the interrogating shareholders and the moderator; (III) with the consent of the interrogating shareholders and the moderator, the directors or supervisors can provide written replies or replies or explanations to the interrogating shareholders within a certain period of time after the meeting. Ming.
Article 37 when the company's largest shareholder is a single shareholder and its unanimous shareholders
The cumulative voting system shall be implemented for those who hold more than 30% of the company's shares or 30% of the shares in which the related parties hold 50% or more of the company's shares in combination. The so-called cumulative voting system refers to the cumulative voting system at the general meeting of shareholders of the company. When electing directors or supervisors, the so-called cumulative voting system means that the shareholders of the company have the same voting rights as the number of directors or supervisors to be elected. When electing directors or supervisors at the general meeting, the shareholders have the voting rights. The voting rights owned by the shareholders can be concentrated so that each share can be used with the directors or supervisors to be elected. The voting rights owned by shareholders can be centralized to one person with the same number of voting rights. The voting rights owned by shareholders can also be decentralized, and the voting rights can be used intensively. The voting rights of shareholders include several candidates for directors or supervisors, but each shareholder can vote for one director or supervisor candidate in a centralized manner, and the cumulative number of votes cast shall not exceed the total number of votes it has, or it can vote for several directors or supervisors in a decentralized manner. Candidates, but the total number of votes cast by each shareholder shall not exceed the total number of votes of the shareholders present. Directors and supervisors elected by shareholders holding more than half of the effective voting rights at the meeting shall obtain affirmative votes from the shareholders present. Obtain affirmative votes for more than one-half of the effective voting rights held by shareholders attending the general meeting and more than one-half of the effective voting rights held by shareholders attending the general meeting. For the candidates of directors or supervisors who have obtained more than the affirmative votes, the number of directors or supervisors to be elected shall be determined according to the effective voting rights held by the shareholders who are expected to attend the general meeting of shareholders, and the candidates for directors or supervisors to be elected shall be determined in the order of more than half of the affirmative votes, and the number of directors or supervisors to be elected shall be determined according to the scheduled election. The number of elected directors or supervisors shall be determined in the order of getting more votes to less votes.
March 28, 2022
