Securities code: Yintai Gold Co.Ltd(000975) securities abbreviation: Yintai Gold Co.Ltd(000975) Announcement No.: 2022016
Yintai Gold Co.Ltd(000975)
Announcement on the revision of the rules of procedure of the general meeting of shareholders
The company and all members of its board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
On April 8, 2022, the 12th meeting of the 8th board of directors of Yintai Gold Co.Ltd(000975) (hereinafter referred to as “the company”) audited and approved the proposal on Amending Some Provisions of the rules of procedure of the general meeting of shareholders. In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the articles of association of listed companies and other relevant laws, regulations and normative documents of the China Securities Regulatory Commission, the company plans to amend some provisions of the rules of procedure of the general meeting of shareholders, as follows:
Before and after revision
Article 5 the general meeting of shareholders is the authority of the company, which shall be exercised in accordance with the law. Article 5 the general meeting of shareholders is the authority of the company, and shall exercise the following functions and powers in accordance with the law:
(I) determine the company’s business policy and investment plan; (I) determine the company’s business policy and investment plan; (II) election and replacement of directors and supervisors (II) election and replacement of directors and supervisors (excluding supervisors held by employee representatives), decision on the appointment of relevant directors and supervisors (excluding supervisors), and decision on the remuneration of relevant directors and supervisors; Remuneration matters;
(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 budget plan; (V) review and approve the company’s annual financial budget plan and final settlement plan; Final settlement plan;
(VI) review and approve the company’s profit distribution plan and loss recovery plan (VI) review and approve the company’s profit distribution plan and loss recovery plan; Loss plan;
(VII) make resolutions on the increase or decrease of the company’s registered capital (VII) make resolutions on the increase or decrease of the company’s registered capital; Discussion;
(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, dissolution and liquidation of the company or (IX) make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company; Make a resolution on changing the form of the company;
(x) amend the articles of Association; (x) amend the articles of Association;
（11） (11) to make resolutions on the employment and dismissal of accounting firms by the company; Issue resolutions;
（12） Deliberating and approving the Guarantees specified in Article 6 of these rules (12) deliberating and approving the Guarantees specified in Article 6 of these rules; matter;
（13） Review the purchase and sale of major assets by the company within one year (XIII) review the matters that the purchase and sale of major assets by the company within one year exceeds 30% of the company’s latest audited total assets and 30% of the company’s latest audited total assets; matter;
（14） Review and approve the change of the purpose of the raised funds; （14） Review and approve the change of the purpose of the raised funds;
Securities code: Yintai Gold Co.Ltd(000975) securities abbreviation: Yintai Gold Co.Ltd(000975) Announcement No.: 2022016
（15） Review the equity incentive plan; （15） Review the equity incentive plan and employee stock ownership plan; （16） Review laws, administrative regulations, departmental rules or (XVI) review other matters that shall be decided by the general meeting of shareholders according to the provisions of laws, administrative regulations, departmental rules or the articles of association of the company. Other matters specified.
The functions and powers of the above-mentioned general meeting of shareholders shall not be exercised by the board of directors or other institutions and individuals in the form of authorization. The board of directors or other institutions and individuals shall exercise on behalf of them.
Article 6 the following external guarantees of the company shall be approved by the shareholders’ meeting. Article 6 the following external guarantees of the company shall be reviewed and approved by the shareholders’ meeting. It was deliberated and adopted at the 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 audited net assets in the latest period and exceeds 50% or more of the audited net assets in the latest period; Any guarantee provided after;
(II) the total amount of external guarantee of the company reaches or exceeds (II) the total amount of any guarantee provided after the company and its holding subsidiaries bear 30% of the total audited assets in the latest period, and exceeds 30% of the total audited assets in the latest period; Any guarantee provided later;
(III) provide guarantee for the guaranteed object whose asset liability ratio exceeds 70% (III) the accumulated guarantee amount of the company in the last 12 months; Calculated to exceed 30% of the company’s total audited assets in the latest period; (IV) the amount of a single guarantee exceeds the latest audited net assets (IV) it is a guarantee for 10% of the assets of the guaranteed object with an asset liability ratio of more than 70%; Guarantee for supply;
(V) provide (V) guarantee for shareholders, actual controllers and their related parties that the amount of a single guarantee exceeds the latest audited net capital. Guarantee of 10% of the property;
(VI) guarantees provided to shareholders, actual controllers and their related parties.
Article 22 the notice of the general meeting of shareholders includes the following contents: Article 22 the notice of the general meeting of shareholders includes the following contents: (I) time, place and duration of the meeting; (I) time, place and duration of the meeting;
(II) matters and proposals submitted to the meeting for deliberation; (II) matters and proposals submitted to the meeting for deliberation;
(III) in obvious words: all shareholders have the right (III) in obvious words: all shareholders have the right to attend the general meeting of shareholders, and can entrust an agent in writing to attend the general meeting of shareholders, and can entrust an agent in writing to attend the meeting and vote. The shareholder agent does not need to be the meeting and voting of the company, and the shareholder agent does not need to be the shareholder of the company; Shareholders of the company;
(IV) the date of equity registration of shareholders entitled to attend the general meeting of shareholders; (IV) the date of equity registration of shareholders entitled to attend the general meeting of shareholders; (V) name and telephone number of permanent contact person for conference affairs; (V) name and telephone number of permanent contact person for conference affairs; (VI) if the general meeting of shareholders adopts the network or other means, the voting time and voting schedule of the network or other means shall be clearly stated in the notice of the general meeting of shareholders.
Voting time and voting procedures. The notice and supplementary notice of the general meeting of shareholders shall fully and completely disclose the starting time of online or other voting of the general meeting of shareholders, and disclose all the specific contents of all proposals. The matters to be discussed shall not be earlier than the afternoon of the day before the on-site shareholders’ meeting. If the independent directors need to express their opinions, the shareholders’ meeting shall be issued at 3:00, and the notice or supplementary notice shall be issued no later than the day of the on-site shareholders’ meeting. The opinions of the independent directors will be disclosed at 9:30 p.m., and the end time shall not be earlier than the on-site shareholders’ meeting and the reasons.
At 3:00 p.m. on the end of the day. The interval between the date of equity registration and the date of the meeting shall not be more than 3 pm: 7 working days before the on-site shareholders’ meeting. Once the equity registration date is determined, it shall not be changed at 00 and not later than the morning of the on-site shareholders’ meeting. 9: 30. The closing time shall not be earlier than the closing time of the on-site shareholders’ meeting
Securities code: Yintai Gold Co.Ltd(000975) securities abbreviation: Yintai Gold Co.Ltd(000975) Announcement No.: 2022016
3:00 pm on the same day.
The interval between the date of equity registration and the date of the meeting shall not be more than 7 working days. Once the equity registration date is confirmed, it shall not be changed.
Article 27 the board of directors and the Secretary of the board of directors will cooperate with the proposed shareholders and the board of supervisors who decide to delete the convening of the extraordinary general meeting of shareholders on their own. Article 52 the following matters shall be adopted by special resolution of the general meeting of shareholders Article 51 the following matters shall be adopted by special resolution of the general meeting of shareholders:
(I) the company increases or decreases its registered capital; (I) the company increases or decreases its registered capital;
(II) division, merger, dissolution and liquidation of the company; (II) division, division, merger, dissolution and liquidation of the company (III) amendment to the articles of association of the company; Calculate;
(IV) the company purchases and sells major assets within one year or (III) the amendment of the articles of association of the company; Where the amount of guarantee exceeds the company’s latest audited total assets (IV) the company purchases or sells major assets or 30% within one year; The amount of guarantee exceeds the company’s latest audited total assets (V) equity incentive plan; 30% of;
(VI) appointment and removal of members of the board of directors of the company; (V) equity incentive plan;
(VII) appointment and removal of members of the board of directors according to laws, administrative regulations or the articles of association of the company (VI); Provisions, and other matters that the general meeting of shareholders determines by ordinary resolution will have a significant impact on (VII) laws, administrative regulations or the articles of association of the company, and need to be passed by special resolution, as well as other matters that the general meeting of shareholders determines by ordinary resolution. Other matters that have a significant impact on the company and need to be passed by special resolution.
Article 53 shareholders (including shareholders’ agents) shall exercise their voting rights with the number of voting shares they represent. Each shareholder (including shareholders’ agents) shall exercise their voting rights with the number of voting shares they represent, and each share shall have one vote. One share has one vote.
The shares of the company held by the company have no voting rights, and the shares of the company held by this department have no voting rights, and these shares are not included in the voting shares attending the general meeting of shareholders, and the sub shares are not included in the total number of voting shares attending the general meeting of shareholders. total.
The purchase of voting shares by the board of directors, independent directors and shareholders who meet the relevant requirements violates the securities law and may solicit shareholders’ voting rights. In accordance with the provisions of paragraphs 1 and 2 of Article 63, the shares exceeding the specified proportion shall not exercise voting rights within 36 months after purchase, and shall not be included in the total number of voting shares attending the general meeting of shareholders.
The board of directors, independent directors, shareholders holding more than 1% of the voting shares or investor protection institutions established in accordance with laws, administrative regulations or the provisions of the CSRC may solicit shareholders publicly
