《 Yunnan Tourism Co.Ltd(002059)
Comparison table of amendments to the rules of procedure of the board of directors
No. original articles of association contents revised articles of association contents
Article 2 the company shall set up a board of directors, which shall be responsible to the general 1 meeting of shareholders. Will be responsible. The board of directors is responsible for making strategies, making decisions and preventing risks.
Article 10 the board of directors shall exercise the following functions and powers: Article 10 the board of directors shall exercise the following functions and powers:
(I) convene the general meeting of shareholders and report to the general meeting of shareholders; (I) convene the general meeting of shareholders and report to the general meeting of shareholders; Report work of the meeting;
(II) implement the resolutions of the general meeting of shareholders; (II) implement the resolutions of the general meeting of shareholders;
(III) decide on the company's business plan and investment (III) decide on the company's business plan and investment plan; Plan and formulate the company's strategy and development plan;
(IV) formulate the company's annual financial budget (IV) formulate the company's annual financial budget plan and final settlement plan; Plan and final settlement plan, including annual payroll budget (V) formulate the company's profit distribution plan and plan and liquidation results;
Loss recovery plan; (V) formulate the company's profit distribution plan and 2
(VI) formulate plans for the company to increase or reduce its registered capital and make up for losses;
Capital, issuance of bonds or other securities and the listing Party (VI) formulate the company's increase or decrease in registration; Capital, issuance of bonds or other securities and listing plan; (VII) draw up plans for major acquisitions and acquisitions of the company; (VII) draw up plans for major acquisitions and acquisitions of the company's shares or merger, division, dissolution and change of the company's shares or merger, division, dissolution and change of the company's form; Scheme in the form of company;
(VIII) within the scope of authorization of the general meeting of shareholders, decide (VIII) within the scope of authorization of the general meeting of shareholders, decide on the company's foreign investment, acquisition and sale of assets, asset determination of the company's foreign investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, related party mortgage, external guarantee, entrusted financial management, related party transactions and other matters; Transactions, external donations and other matters;
(IX) decide on the establishment of the company's internal management organization (IX) decide on the establishment of the company's internal management organization; Set;
(x) appoint or dismiss the general manager of the company, (x) appoint or dismiss the general manager, Secretary of the board of directors and securities affairs representative of the company; According to the general manager, the Secretary of the board of directors and the representative of securities affairs; According to the nomination of the general manager, appoint or dismiss the nomination of the company's deputy general manager, appoint or dismiss the company's deputy general manager, manager, chief financial officer and other senior managers, decide on the chief financial officer and other senior managers, and decide on their remuneration, rewards and punishments; Business performance assessment, remuneration and rewards and punishments;
（11） Formulate the basic management system of the company (XI) formulate the basic management system of the company; Degree; （12） Formulate the amendment plan of the articles of Association; （12） Formulate the amendment plan of the articles of Association; （13） Manage the information disclosure of the company; （13） Manage the information disclosure of the company; （14） (14) propose to the general meeting of shareholders to employ or change the accounting firm audited by the company;
Change the accounting firm audited by the company; （15） Listen to the work summary of the general manager of the company (XV) be responsible for hiring or replacing lawyers and checking the work of the general manager;
Institute; （16） Laws, administrative regulations and departmental regulations (XVI) listen to the work summary seal of the general manager of the company or other functions and powers granted by the articles of association.
Report and check the work of the general manager; When deciding on major issues of the company, the board of directors shall listen to the opinions of the Party committee of the company in advance (17) laws, administrative regulations and departmental regulations.
Other functions and powers conferred by this chapter or the articles of association.
The board of directors shall make decisions on major issues of the company in advance
Listen to the opinions of the Party committee of the company.
Article 14 the board of directors shall hold at least one regular meeting every year. Article 14 the board of directors shall hold at least one regular meeting every two and a half years. three
Discussion. The regular meeting shall be convened by the chairman of the board of directors, and the regular meeting shall be convened by the chairman of the board of directors. A written notice shall be given to all directors 10 days before the meeting is held. All directors and supervisors shall be notified in writing days before.
March 28, 2022
