Yantai Tayho Advanced Materials Co.Ltd(002254)
Amendment to the rules of procedure of the board of directors
According to the guidelines for the articles of association of listed companies (hereinafter referred to as the guidelines for the articles of association) revised by the CSRC, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board (hereinafter referred to as the guidelines for standardized operation) revised by Shenzhen Stock Exchange and other relevant provisions, the company plans to amend the rules of procedure of the board of directors. The specific amendments are as follows:
No. description before and after revision
Article 4 under any of the following circumstances
1. A person who is unable to serve as a director of the company; 1. A person who is unable to serve as a director of the company:
(I) no civil capacity or (I) no civil capacity or
Those who restrict their capacity for civil conduct; Those who restrict their capacity for civil conduct;
(II) corruption, bribery and invasion (II) corruption, bribery and invasion
Occupy property, misappropriate property or destroy social property, misappropriate property or destroy social property
Socialist market economic order, sentenced to socialist market economic order, sentenced to less than 5 years after the expiration of the execution of the penalty according to the regulations, or less than 5 years after the expiration of the execution of the penalty, or less than 5 years after the expiration of the execution of the penalty, or fan Yun's author is deprived of political rights due to a crime, and the executor is deprived of political rights due to a crime, and the execution of the instruction is less than 5 years after the expiration of one line; Less than 5 years after the expiration of the bank; (III) act as a company in bankruptcy liquidation; (III) act as a company in bankruptcy liquidation; act as a director or director of the company or enterprise; act as a director or manager of the company or enterprise; be responsible for the bankruptcy of the company or enterprise; be personally responsible for the bankruptcy of the company or enterprise; and be personally responsible for the bankruptcy of the company or enterprise
Less than 3 days after the completion of bankruptcy liquidation
Year; 3 years;
(IV) the post is revoked due to violation of law (IV) the post is revoked due to violation of law
Business license, company ordered to close down, business license, company ordered to close down
The legal representative of the enterprise and the legal representative of the enterprise
No. description before and after revision
Where a person is liable, the company or enterprise shall be liable, and the company or enterprise shall be liable
Less than 3 days from the date of revocation of business license
Year; Year;
(V) the individual bears a large amount (V) the individual bears a large amount
The debts of the company are not paid off when they are due; The debts of the company are not paid off when they are due;
(VI) punished by the CSRC (VI) punished by the CSRC
Penalty for banning entry into the securities market; penalty for banning entry into the securities market before the expiration of the time limit
of of
(VII) laws, administrative regulations or (VII) laws, administrative regulations
Other contents stipulated in departmental rules. China Securities Regulatory Commission or Shenzhen Securities Exchange
Other contents stipulated by election and appointment in violation of the provisions of this article.
Where a director is elected, appointed or employed in violation of the provisions of this article
Any is invalid. If a director appears during his term of office, he shall be elected, appointed or appointed
Under the circumstances of this article, the company's dismissal of his post is invalid. Directors appear during their term of office
Business. Under the circumstances of this article, the company shall terminate its
Position.
Relevant directors and supervisors shall be dismissed
But he has not been removed from his post, and he is a director
If the board of directors and the board of supervisors meet and vote, their
The vote is invalid.
More than half of the directors and supervisors of the company
And senior management during their tenure
In case of resignation in accordance with the provisions of this section
In case of any situation, the application of the company and the approval of Shenzhen
The stock exchange agrees that the relevant directors
Resignation period of supervisors and senior managers
The time limit can be extended appropriately, but the time can be extended
The maximum period shall not exceed three months.
No. description before and after revision
Article 17 exercise by the board of directors Article 17 exercise by the board of directors
The following functions and powers:
(I) convene the general meeting of shareholders, and (I) convene the general meeting of shareholders, and
Report to the general meeting of shareholders; Report to the general meeting of shareholders;
(II) implement the resolutions of the general meeting of shareholders (II) implement the resolutions of the general meeting of shareholders
Discussion; Discussion;
(III) determine the company's operating plan (III) determine the company's operating plan
Planning and investment plan; Planning and investment plan;
(IV) formulate the annual financial statements of the company (IV) formulate the annual financial statements of the company
Financial budget plan and final account plan; Financial budget plan and final account plan; Improve the review of periodic reports by Directors (V); (V) reviewing periodic reports; (VI) when deliberating the annual report; (VI) when deliberating the annual report, increase the power, and at the same time, make a resolution on the self-evaluation report of internal control. At the same time, separate and report the self-evaluation report of internal control; Report to form a resolution; External donation 2
(VII) formulate the company's profit distribution plan (VII) formulate the company's profit distribution plan, employee allocation plan and loss recovery plan; Allocation scheme and loss recovery scheme; (VIII) formulate the company's increase or (VIII) formulate the company's increase or right allocation, reduce the registered capital, issue bonds or reduce the registered capital, issue bonds or other securities under relevant regulations and listing plans; Other securities and listing plans; set
(IX) draft major income of the company (IX) draft major income of the company
Purchase or purchase of the company's shares or joint purchase or purchase of the company's shares or joint purchase
Merger, division, dissolution and change of corporate form merger, division, spin off, dissolution and change
The scheme of the type; Scheme in the form of company;
(x) scope of authorization at the general meeting of shareholders (x) scope of authorization at the general meeting of shareholders
Within the scope, determine the company's foreign investment and within the scope, and determine the company's foreign investment
Acquisition and sale of assets, asset mortgage, acquisition and sale of assets, asset mortgage
External guarantee, entrusted financing, related external guarantee, entrusted financing, related
Transactions and other matters; Transactions, external donations and other matters;
No. description before and after revision
（11） Decide on the internal management of the company (XI) decide on the internal management of the company
Establishment of management organization; Establishment of management organization;
（12） According to the proposal of the chairman (XII) according to the proposal of the chairman
Name, appoint or dismiss the company's general manager name, appoint or dismiss the company's general manager
Manager and Secretary of the board of directors; According to the general manager and the Secretary of the board of directors, and decide on its report
Nomination, appointment or dismissal of the company's vice president, remuneration and rewards and punishments; According to the general manager
Nomination, appointment or dismissal of the general manager, financial director and other senior managers of the company
And decide on their remuneration and senior managers such as deputy general manager and financial person in charge
Rewards and punishments; According to the management personnel of the audit committee, and determine their remuneration
Nomination, appointment or dismissal of internal auditors and rewards and punishments; According to the audit committee
Person in charge of the organization; Nomination, appointment or dismissal of internal auditors
（13） Formulate the basic person in charge of the company;
Management system; （13） Formulate the company's basic
（14） Formulate the management system of the articles of Association;
Modify the scheme; （14） Formulation of articles of Association
（15） Manage the modification scheme of the company's information system;
Disclosure matters; （15） Manage company information
（16） Propose to the general meeting of shareholders for matters to be disclosed;
(16) where a company is hired or replaced as an auditor, it shall submit a proposal to the general meeting of shareholders
Accounting firm; Employing or replacing the auditor for the company
（17） Listen to the general manager of the company and the accounting firm;
(17) listen to the general manager of the company
Work; Report and check the work of the general manager
（18） Review the work of raising funds;
Management related matters; （18） Review the raised funds
（19） Independent change of accounting administration related matters;
Policies and accounting estimates; （19） Independent change of accounting policy
（20） Laws, administrative regulations, policies and accounting estimates;
No. description before and after revision
(20) the department rules or the articles of association of the company authorize the management of employee salary distribution
Other functions and powers of the.
Power management;
The company shall obtain (21) laws and administrative laws for external guarantee
More than 2 / 3 of the directors attending the meeting of the board of directors are authorized by the regulations of the board of directors, departmental rules or the articles of association of the company
Other functions and powers agreed by the parties and granted by 2 / 3 of all independent directors.
Agreed above. Without the external guarantee of the board of directors or shareholders, the company shall obtain
With the approval of the general meeting, the company shall not provide more than 2 / 3 of the attendance at the board meeting
Guarantee. With the consent of all independent directors
More than 2 / 3 agree. Without the approval of the board of directors or
With the approval of the general meeting of shareholders, the company shall not disclose to the public
Provide guarantee.
Article 18 the board of directors owns Article 18 the board of directors owns
The following permissions:
(I) the single amount is the most in the company; (I) the single amount is the most in the company
Absolute value of net assets audited in recent period net assets audited in recent period
