Securities code: Yintai Gold Co.Ltd(000975) securities abbreviation: Yintai Gold Co.Ltd(000975) Announcement No.: 2022017
Yintai Gold Co.Ltd(000975)
Announcement on the revision of the rules of procedure of the board of directors
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 board of directors. 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 board of directors, as follows:
Before and after revision
Article 13 the board of directors shall exercise the following functions and powers: Article 13 the board of directors shall exercise the following functions and powers:
(I) be responsible for convening the general meeting of shareholders and reporting to the general meeting; (I) be responsible for convening the general meeting of shareholders and reporting to the general meeting; Make;
(II) implement the resolutions of the general meeting of shareholders; (II) implement the resolutions of the general meeting of shareholders;
(III) determine the company’s business plan and investment plan. (III) determine the company’s business plan and investment plan. (IV) formulate the company’s annual financial budget plan and final account (IV) formulate the company’s annual financial budget plan and final account plan; Programme;
(V) formulate the company’s profit distribution plan and loss recovery plan (V) formulate the company’s profit distribution plan and loss recovery plan; Programme;
(VI) formulate plans for the company to increase or decrease its registered capital, issue bonds or other securities and list; Bank bonds or other securities and listing plan;
(VII) formulate the company’s major acquisition and repurchase of the company’s shares (VII) formulate the company’s major acquisition, repurchase of the company’s shares or merger, division and dissolution plans; Or plans for merger, division or dissolution;
(VIII) within the scope authorized by the general meeting of shareholders, decide on (VIII) within the scope authorized by the general meeting of shareholders, decide on the company’s external investment, acquisition and sale of assets, asset mortgage, external investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, related party transactions and other matters; (IX) determine the establishment of the company’s internal management organization; matter;
(x) appoint or dismiss the company according to the nomination of the chairman of the board (IX) decide on the establishment of the internal management organization of the company; The general manager and the Secretary of the board of directors and decide on their remuneration and Awards (x) appoint or dismiss the company’s punishment according to the nomination of the chairman of the board of directors, appoint or dismiss the general manager and the Secretary of the board of directors according to the nomination of the general manager, and decide on their remuneration and awards, the deputy general manager, the financial person in charge and other senior managers of the company, and decide on their remuneration, rewards and punishments according to the nomination of the general manager; (11) to formulate the basic management system of the company; And decide on their remuneration and rewards and punishments;
（12） Formulate the amendment plan of the articles of Association; （11） Formulate the basic management system of the company;
（13） Manage the information disclosure of the company; （12） Formulate the amendment plan of the articles of Association; （14） Propose to the general meeting of shareholders to hire or replace the company (XIII) to manage the information disclosure of the company;
Securities code: Yintai Gold Co.Ltd(000975) securities abbreviation: Yintai Gold Co.Ltd(000975) Announcement No.: 2022017
The accounting firm audited; （14） Propose to the general meeting of shareholders to hire or replace an accounting firm as the company (XV) to listen to the work report of the general manager of the company and inspect and audit;
Work of the general manager; （15） Listen to the work report of the general manager of the company and check (16) draft the remuneration of directors; Work of the general manager;
（17） Formulate the allowance standard for independent directors; （16） Propose the remuneration of directors;
（18） Decide on the members of the special committee of the board of directors and (17) formulate the allowance standard for independent directors;
Formulate detailed rules for the implementation of the special committee; （18） Decide on the members of the special committee of the board of directors and (XIX) the board of directors may solicit their opinions from the shareholders of the company to formulate detailed rules for the implementation of the special committee; Voting rights at general meetings. (19) the board of directors may solicit the voting rights of the shareholders of the company in the form of shareholders, and the soliciter shall fully disclose the voting rights at the credit conference to the solicited. The collection of voting rights shall adopt free interest; (20) the information provided by laws, regulations or the articles of association shall be fully disclosed by the soliciter to the solicited;
And other functions and powers granted by the general meeting of shareholders. （20） Other functions and powers conferred by laws, regulations or the articles of association, as well as by the general meeting of shareholders.
Article 14 the board of directors shall determine the authority of foreign investment and acquisition. Article 14 the board of directors shall determine the authority of foreign investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted sale of assets, asset mortgage, external guarantee, entrusted financial management and connected transactions, establish the authority of strict examination and decision-making, connected transactions and external donation, and establish strict policy-making procedures; For major investment projects, the examination and decision-making procedures of relevant experts and shall be organized; Major investment projects shall be reviewed by professionals and reported to the general meeting of shareholders for approval. Relevant experts and professionals shall review and report to the shareholders (I) the authority of the board of directors for foreign investment: it shall be approved by the board of directors within one year. The accumulative authority of the board of directors to invest in the company’s net assets in the latest one year shall not exceed 30%.
No more than 30% of the company’s latest audited net assets (II) the authority of the board of directors to purchase and sell assets: within one year. The accumulative total assets of the company shall not exceed 30% of the total assets audited in the latest period (Ⅱ) the authority of the board of directors to purchase and sell assets: matters within one year. The accumulative total assets of the company shall not exceed 30% of the total audited assets of the company in the latest period (III). The company shall abide by the following provisions when providing external guarantee:. (1) Referring to Article 41 (III) of the articles of association of the company, the company shall abide by the following provisions when providing external guarantee: the specified external guarantee matters shall be submitted to the general meeting of shareholders for approval after being deliberated and approved by the board of directors (1) referring to Article 41 of the articles of association of the company. The external guarantee matters specified shall be considered and approved by the board of directors. (2) except for paragraph (I) of this article, it must be submitted to the general meeting of shareholders for approval. In addition to the approved external guarantee matters, the company’s other external (2) except that the guarantee matters that must be approved by the general meeting of shareholders as stipulated in paragraph (I) of this article shall be considered and approved by the board of directors before the approved external guarantee matters can be implemented. All guarantee matters shall be considered and approved by the board of directors before they can be implemented. (3) when the board of Directors considers external guarantee matters, it shall be implemented in three ways. Two or more directors review and agree; (3) when the board of Directors considers the external guarantee for related parties, if it should be guaranteed by three-thirds, it must be approved by more than two-thirds of non related directors. Two or more directors review and agree; (4) when the company needs to provide external financing guarantee for related parties, the guarantee of the guaranteed sheet must be approved by more than two-thirds of the non related directors. (4) when the company needs to provide external financing guarantee, the audit report determined by the guarantee and the corresponding legal person business license shall be provided. The unit must provide a copy of the audit report audited by the accounting firm in the latest year, the basic situation of recent production and operation and the calculation and determination of solvency, And provide the corresponding written business report of the legal person and the guarantee application to the financial department of the company. The copy of the license, the basic situation of recent production and operation and the ability of debt repayment shall be reviewed and verified by a special person assigned by the finance department, and the competent written report and the guarantee application shall be written and submitted to the Finance Department of the company to provide a written report on the guarantee matters, which shall be submitted to the general manager of the company for approval. The financial department shall assign a special person to review and verify, write and report to the legal representative of the company. A written report on the guarantee can be provided and submitted to the general manager of the company
Securities code: Yintai Gold Co.Ltd(000975) securities abbreviation: Yintai Gold Co.Ltd(000975) Announcement No.: 2022017
(5) The guarantee provided by the company must be signed with the guaranteed unit and submitted to the legal representative of the company after approval. Sign a guarantee agreement, which shall at least include the provision of guarantee to the other unit. (5) the company must sign a guarantee agreement with the guaranteed unit on the total amount limit of guarantee, the responsibilities and obligations of both parties. The agreement shall at least include the provision of guarantee to the other unit and related matters, and the total amount limit of guarantee provided by the legal representative of the guaranteed unit, the responsibilities of both parties and the signature and seal of the righteous person. And related matters, and the legal representative of the guaranteed unit shall sign and seal the financial statement after the external guarantee is approved by the legal representative. The security department shall appoint a special person to provide the guarantee documents and relevant materials. (6) after the external guarantee is approved by the legal representative, it shall be confirmed and filed by the legal representative and registered in the standing book for future reference. The financial department shall appoint special personnel to provide guarantee documents and relevant information. (7) the financial department shall confirm and record the basic materials of the company’s external guarantee unit, and register the account for future reference. (7) the financial department shall conduct a semi annual follow-up inspection on the company’s external guarantee units, and shall conduct a semi annual follow-up inspection on the inspection and the possible future situation and financial operation of the company. The risk shall be reported in writing to the relevant leaders and departments of the company for inspection, and the inspection and the possible impact on the future of the company, And put forward improvement opinions or suggestions for the existing problems. (8) the company’s external guarantee must require the other party to provide counter guarantee department, and put forward improvement suggestions or suggestions for existing problems, and the counter guarantee provider shall have actual bearing capacity. Discussion. (9) The company must guarantee in strict accordance with the relevant provisions of Shenzhen Stock Exchange (8) company’s external guarantee must require the other party to provide counter guarantee listing rules, the articles of association and other relevant provisions, and the provider of counter guarantee shall actually undertake the obligation of information disclosure that can truly perform the external guarantee, and shall do so in accordance with the law. (9) the company must strictly comply with the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, (10) the independent directors of the company shall seriously perform the obligation of information disclosure on the external guarantee of the listed company in the annual report, and the company’s cumulative and current external guarantee Implement the above regulations, truthfully provide certified public accountants with all external conditions of the company, make special explanations, and express independent opinions. Guarantee matters. (IV) the authority of the board of directors to entrust financial management: for 12 consecutive months (10), the independent directors of the company shall, in the annual report, submit the accumulated and current external guarantee of the shareholder company if the accumulated amount of entrusted financial management in the listing does not meet the following requirements, and implement the above conditions for deliberation at the general meeting, which shall be approved by the board of directors. Make a special explanation according to the situation and give independent opinions.
(1) The total amount of entrusted financial management accounts for more than 50% of the assets of the company for 12 consecutive months; If the accumulated amount of entrusted financial management within the period does not meet the following requirements, it shall be submitted to shareholders. (2) if the total amount of entrusted financial management accounts for the consideration conditions of the latest audited net general meeting of the company, it shall be approved by the board of directors. More than 50% of the assets and the absolute amount exceeds 50 million yuan (1) the total amount of entrusted financial management accounts for the company’s total audited currency in the latest period; More than 50% of assets;
(3) (2) the total amount of entrusted financial management accounts for more than 50% of the company’s latest audited net profit, and the absolute amount exceeds more than 50% of 500 assets, and the absolute amount exceeds 50 million yuan. Civil currency;
(V) authority of asset mortgage of the board of directors: the company borrows long-term and short-term loans by means of asset (3) entrusted financial management, which accounts for more than 50% of the company’s latest audited net profit within one year, and the absolute amount exceeds 500. The asset mortgage shall not exceed the company’s latest audited net asset of 10000 yuan. 50% of the total; (V) authority of the board of directors for asset mortgage exceeding the latest audited net assets of the company: the company shall borrow long-term and short-term loans by means of shareholder mortgage after more than 50% of the assets are reviewed and approved by the board of directors, which shall be accumulated and reviewed by the capital meeting within one year.
