Yantai Tayho Advanced Materials Co.Ltd(002254)
Amendment to the rules of procedure of the general meeting of shareholders
According to the newly revised guidelines for the articles of association of listed companies, rules for the general meeting of shareholders of listed companies (revised in 2022) and the newly revised guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board of Shenzhen Stock Exchange and other relevant provisions as well as the specific conditions of the company, the company plans to modify the rules of procedure of the general meeting of shareholders. The specific modifications are as follows:
No. description before and after revision
Article 2 the general meeting of shareholders is the of the company
The authority shall exercise the following functions in accordance with the law. The authority shall exercise the following functions in accordance with the law
Right: Right:
(I) determine the company’s business policy and (I) determine the company’s business policy
Investment plan; And investment plan;
(II) election and replacement of directors and supervisors who are not held by employees on behalf of employees (II) election and replacement of directors and supervisors who are not held by employees on behalf of shareholders, decision on directors and supervisors held by representatives, and decision on the remuneration of directors and supervisors in the functions and powers of the board of directors; Determine the remuneration of directors and supervisors and securities investment (III) review and approve the reports of the board of directors; Appropriate, 1 report on relevant matters; (III) review and approve the reports of the board of directors, and review and approve the reports of the board of supervisors in accordance with external (IV); Report; Investment Authority (V) review and approve the company’s annual financial report (IV) review and approve the report of the board of supervisors; The budget plan and final account plan of the board of directors’ affairs shall be prepared respectively; (V) review and approve the company’s annual meeting and the shareholders’ meeting (VI) review and approve the company’s profit sharing financial budget plan and final settlement plan; Meeting approval
Allocation scheme and loss recovery scheme; (VI) review and approve the profits of the company
(VII) increase or decrease the distribution plan and loss recovery plan for the company;
Make a resolution on the capital; (VII) increase or decrease to the company
(VIII) make resolutions on the issuance of corporate bonds and the registered capital;
Discussion; (VIII) make a decision on the issuance of corporate bonds
No. description before and after revision
(IX) to discuss the merger, division and settlement of the company;
Dissolution, liquidation or change of company form (IX) merger, division
Issue resolutions; Dissolution, liquidation or change of company form
(x) amend the articles of Association; Make a decision in a formal manner;
（11） Revise the articles of association of the company for the company’s employment and dismissal Committee (x);
The accounting firm makes a resolution; （11） Employ and dismiss the company
（12） Deliberating and approving the resolution made by the third accounting firm of these rules;
Guarantee matters specified in article; （12） Deliberating and approving article of these rules
（13） Review the guarantee matters stipulated in Article 3 of the company’s purchase within one year;
The purchase or sale of major assets exceeds the company’s maximum (XIII) within one year
30% of the total audited assets in the recent period have purchased or sold more major assets than the company
Item; The latest audited total assets of the company
（14） Consider and approve 30% of the matters in Article 7 of these rules;
(14) review and approve the change of the purpose of the raised funds as stipulated in Article 14 of these rules
matter; Changes in the use of raised funds specified in Article 7
（15） Review the equity incentive plan and other matters;
Employee stock ownership plan; （15） Review the equity incentive plan
（16） Review of the employee stock ownership plan and Article 5 of these rules;
Changes in accounting policies; （16） Consideration of Article 5 of these rules
（17） Review the changes of accounting policies stipulated in Article 6 of these rules;
Changes in accounting estimates; （17） Consideration of Article 6 of these rules
（18） Deliberating securities investment matters; Changes in accounting estimates specified;
（19） Reviewing laws and administrative regulations; (XVIII) reviewing laws and administrative laws
Departmental rules or articles of association, departmental rules or articles of Association
Other matters to be decided by the general meeting of shareholders shall be decided by the general meeting of shareholders
Item. He is responsible for other matters.
Article 3 the company’s following external
The guarantee behavior shall be examined and approved by the general meeting of shareholders, and the operation guidelines shall be examined and approved by the general meeting of shareholders,
No. description before and after revision
Pass. It was passed. Modify and add (I) the total amount of external guarantees of the company and its controlling shareholders (I) the company and its subsidiaries that need to be reviewed and approved by the general meeting of external guarantees of the controlling subsidiaries, and any act of providing after 50% of the audited net assets after reaching or exceeding 50% of the audited net assets in the latest period
protect; Any guarantee of;
(II) external guarantee of the company (II) the company and the company
The total amount of external guarantee reached or exceeded that of the audited holding subsidiary in the latest period
The amount provided after 30% of the total assets reaches or exceeds that of the most recent period
Any guarantee; Provided after 30% of the total assets audited
(III) any guarantee with asset liability ratio exceeding;
Guarantee provided by 70% of the guaranteed objects; (III) the company shall bear the expenses within one year
(IV) the amount of a single guarantee exceeds the maximum guarantee amount and exceeds the company’s latest
10% of the audited net assets in the recent period shall be guaranteed by 30% of the audited total assets;
protect; (IV) the asset liability ratio exceeds
(V) guarantee provided to shareholders and guarantee objects with actual control over 70%
Guarantee provided by the and its related parties.
protect;
(V) the amount of a single guarantee exceeds
10% of the latest audited net assets
Guarantee of;
(VI) actual control of shareholders and shareholders
Liabilities provided by the owner and its related parties
protect;
(VII) China Securities Regulatory Commission and Shenzhen
Other circumstances stipulated by Shenzhen Stock Exchange
Shape.
Article 4 according to the articles of association, Article 4 according to the articles of association, increase foreign donations 3
The following matters shall be submitted to the provisions of shareholders, and the following matters shall be submitted to the shareholders of stock gifts
No. description before and after revision
Approved by the general meeting: approved by the East general meeting: authority authorized by the general meeting: (1) single amount exceeds the company (1) single amount exceeds the company
Absolute audited net assets of the latest period absolute audited net assets of the latest period
20% of the value of foreign investment (including 20% of the entrusted value of foreign investment (including entrusted value)
Finance, entrusted loan and securities investment) or finance, entrusted loan and securities investment)
Acquisition and sale of assets (including purchase and sale of assets)
Land use right
Disposal, bad debt write off; The acquired assets are disposed of as scrap and the bad debts are written off; Acquisition
The transaction amount shall prevail. The sale and disposal of assets shall be subject to the transaction amount
Property (subject to book value); Disposal of assets (subject to book value);
(2) Main business scope of the company (2) main business scope of the company
Within a year, the amount of a single transaction exceeds the latest one of the company, and the amount of a single transaction exceeds the latest one of the company
The absolute value of total assets audited in the first period is 20% of the absolute value of total assets audited in the first period
Project investment; 20% of the project investment;
(3) Single amount in the company exceeds (3) single amount in the company exceeds
Total assets audited in the latest period
Mortgage and pledge of assets with a value of 20% (mortgage and pledge of assets with a value of 20%)
Book value). For the board of directors, (subject to book value). For directors
Comprehensive awards approved by the general meeting of shareholders and comprehensive awards approved by the general meeting of shareholders
Letter of credit (including separately approved bank loans), combined credit (including separately approved banks)
Provide guarantee, authorize the management to provide guarantee, and authorize
According to the negotiation results with the bank, the discretionary management will conclude the contract according to the negotiation with the bank
Determine and handle the mortgage and pledge of relevant assets, and fully decide and handle relevant assets
Mortgage procedures, mortgage and pledge procedures that are not subject to the above authority, and are not subject to
System; Restrictions on the above authorities;
(4) Single amount higher than 3000 (4) single amount higher than 3000
The company has more than 10000 yuan in the most recent period, and
5% of the absolute value of audited net assets is related to 5% of the absolute value of audited net assets
No. description before and after revision
Transaction (cash assets donated by the company) and withdrawal transaction (cash assets donated by the company)
Except for providing guarantee, within 12 consecutive months and providing guarantee, for 12 consecutive months
Related to the subject matter of the transaction
Joint transactions shall be calculated cumulatively), or similar connected transactions shall be calculated cumulatively
There is no related party calculation of specific transaction amount), or there is no specific transaction amount
Transaction agreement; Related party transaction agreement;
(5) Although the amount does not reach the above (5), the amount does not reach the above
Standard (4), but the board of directors is in standard (4), but the board of directors is in
During the discussion, those attending the board of directors have nothing to do with the irrelevant discussion
Affiliates with less than 3 directors
Easy. Transactions;
(6) Single amount exceeds
10 million yuan of external donations.
Article 5 independent change of the company
Accounting policies meet one of the following standards Article 5 the company changes independently
The amount of influence of accounting policies shall be considered and approved by the board of directors
If a special audit report is submitted and one of the standards is set, it shall be submitted on a regular basis
The current report shall be submitted to the general meeting of shareholders before disclosure, and the report shall be submitted to the general meeting of shareholders for review before disclosure
Deliberation: Discussion: revision of the audited net profit in the last fiscal year in accordance with the change of accounting policies of stock 4 (I) (I) the latest listing rules of the company
The proportion of profit impact exceeds 50%; The proportion of influence exceeds 50%;
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