Vanfund Urban Investment&Development Co.Ltd(000638)
Comparison table of amendments to the working system of independent directors
In order to further improve the level of corporate governance, according to the relevant provisions of the latest company law of the people’s Republic of China, rules for independent directors of listed companies and Vanfund Urban Investment&Development Co.Ltd(000638) articles of association, the company plans to revise some provisions of the working system of independent directors, as shown in the table below.
Before and after revision
Article 1 in order to further improve the corporate governance structure and promote the standardization of the company
Article 1 in order to further improve the corporate governance structure, promote the standardized interests of the company and improve the scientificity and democracy of the company’s decision-making, according to the law on corporate operation and safeguarding the overall interests of the company The guidance on establishing independent director system in listed companies and improving the scientificity and democracy of company decision-making, according to the company opinions (hereinafter referred to as the guidance), on strengthening social law This system is hereby formulated in accordance with the rules for independent directors of listed companies, several provisions on the protection of the rights and interests of shareholders of public shares in the company’s articles of Association (hereinafter referred to as the “relevant provisions, this system is hereby formulated”) and the relevant provisions of the company’s articles of association.
Article 6 the members of the board of directors of the company shall include at least one-third of the members of the board of directors of the company shall include at least one-third of the independent directors, the independent directors shall include at least one independent director majoring in accounting, and the independent directors shall include at least one accounting professional (referring to the person with senior professional title or certified public accountant qualification).
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Article 10 independent directors must be independent. Article 10 independent directors must be independent. The following persons shall not serve as independent directors of the company:
Serving as an independent director of the company: (I) persons who hold positions in the company or its affiliated enterprises and their immediate family members; (I) persons who hold positions in the company or its affiliated enterprises and their immediate family members Main social relations (immediate relatives refer to spouses, paternal relatives, main social relations (immediate relatives refer to spouses, parents, children, etc.; main social relations refer to brothers and sisters, parents in law, children, etc.; main social relations refer to brothers and sisters, parents in law, son-in-law of daughter-in-law, spouse of brothers and sisters, brother and sister-in-law of spouse, daughter-in-law of spouse, spouse of brothers and sisters, brother and sister-in-law of spouse, etc.);
Sister, etc.); (II) directly or indirectly holding more than 1% of the issued shares of the company (II) directly or indirectly holding more than 1% of the issued shares of the company, or natural person shareholders and their direct families among the top ten shareholders of the company, or natural person shareholders and their direct families among the top ten shareholders of the company;
Relatives; (III) directly or indirectly holding 5% of the issued shares of the company; (III) directly or indirectly holding more than 5% of the issued shares of the company or holding a position in the top five shareholder units of the company, or holding a position in the top five shareholder units of the company and their immediate family members;
Personnel and their immediate family members; (IV) persons who have had the situations listed in the preceding three paragraphs in the most recent year (IV) persons who have had the situations listed in the preceding three paragraphs in the most recent year;
Personnel; (V) providing financial, legal and consulting services for the company or its subsidiaries; (V) providing financial, legal and consulting services for the company or its subsidiaries;
Personnel for consulting and other services; (VI) other personnel specified in laws, administrative regulations, departmental rules, etc. (VI) other personnel specified in the articles of Association; Personnel;
(VII) other personnel recognized by the CSRC. (VII) other personnel specified in the articles of Association;
(VIII) other personnel recognized by the CSRC.
Before and after revision
Article 16 independent directors shall attend the board meeting on time. Article 16 independent directors shall attend the board meeting on time to understand the production, operation and operation of the company, actively investigate and obtain the production, operation and operation of the company, and actively investigate and obtain the information and materials needed to make decisions. Independent directors shall provide information and materials necessary for making decisions. Independent directors shall submit annual work report to the general meeting of shareholders of the company to explain their performance of duties. The general meeting of shareholders of the company shall submit annual work report to explain their performance of duties. The independent directors fail to attend in person for three consecutive times. If an independent director fails to attend the meeting of the board of directors in person for three consecutive times, the board of directors shall request the general meeting of shareholders to replace him. In case of a meeting of the board of directors, the board of directors shall request the general meeting of shareholders to replace it. In addition to the above circumstances and the circumstances stipulated in the company law, the independent director shall not be dismissed without reason before the expiration of his term of office. Prior to the expiration of the term of office of an independent director, a listed company may be removed from office by law. In case of early dismissal, the company will take it as a special disclosure matter and dismiss it in accordance with established procedures. In case of early dismissal, the company shall disclose it. If the dismissed independent director considers that the dismissal reason of the company shall be disclosed as a special disclosure matter, the dismissed independent director may make a public statement if it is improper. If it believes that the company’s reasons for dismissal are improper, it may make a public statement.
Article 17 an independent director may resign before the expiration of his term of office. When an independent director resigns, he shall submit a written resignation report to the board of directors. Article 17 an independent director may resign before the expiration of his term of office.
Any independent director related to his resignation or deemed necessary to cause the resignation of the company’s shareholders shall submit a written resignation report to the board of directors to explain the situation noticed by and creditors. Any situation related to his resignation or deemed necessary to attract the attention of the company’s shareholders, such as the independent directors and creditors in the company’s board of directors due to the resignation of independent directors. When the proportion is lower than the minimum requirements specified in this system, if the resignation of the independent director causes the resignation report of the independent director in the board of directors of the company to take effect after the next independent director fills the vacancy and the proportion is lower than the minimum requirements specified in this system. The resignation report of a director shall take effect after the next independent director fills his vacancy, and the independent director does not meet the conditions for independence or is otherwise unfit to perform. When the number of independent directors of the company fails to meet the requirements of these rules due to the situation of performing the duties of independent directors, the company shall make up the number of independent directors in accordance with the regulations.
Article 18 in order to give full play to the role of independent directors, independent directors Article 18 in order to give full play to the role of independent directors, in addition to the functions and powers conferred by relevant laws and regulations, independent directors also enjoy the following special functions and powers in addition to the functions and powers conferred by relevant laws and regulations:
(I) major related party transactions (I) major related party transactions (I) related party transactions with which the company intends to conclude with related parties (I) related party transactions with which the company intends to conclude a total amount of more than 3 million yuan or more than the company’s latest audited total net assets of more than 3 million yuan or more than 0.5% of the company’s latest audited net asset value) shall be approved by independent directors, and 0.5% of the value shall be submitted to the board of directors for discussion after being approved by independent directors; Independent directors can be employed and submitted to the board of directors for discussion before making judgment; Before making a judgment, an independent director may hire an intermediary to issue an independent financial advisory report as his judgment, and ask the intermediary to issue an independent financial advisory report as the basis for his judgment. Basis for.
(II) propose to the board of directors to employ or dismiss the accounting firm; (II) propose to the board of directors to employ or dismiss the accounting firm; (III) propose to the board of directors to convene an extraordinary general meeting of shareholders; (III) propose to the board of directors to convene an extraordinary general meeting of shareholders;
(IV) propose to convene the board of directors; (IV) propose to convene the board of directors;
(V) independently employ external audit institutions and consulting institutions; (V) publicly solicit voting rights from shareholders before the general meeting of shareholders; (VI) solicit public votes from shareholders before the convening of the general meeting of shareholders (VI) independently employ external audit institutions and consulting institutions to exercise public voting rights. Audit and consultation on specific matters of the division.
Before and after revision
Article 19 when exercising the functions and powers in items (I) to (V) of Article 18, independent directors shall obtain the consent of more than half of all independent directors; To exercise the functions and powers specified in Item (VI) of Article 18, the independent directors shall obtain the consent of all the independent directors when exercising the above functions and powers. More than half of the independent directors agree to items (I) and (II). This item shall be approved by more than half of the independent directors before it can be submitted to the board of directors for discussion.
If the proposals listed in Article 18 are not adopted or the above functions and powers cannot be normally exercised, the company shall disclose the relevant information. Where laws, administrative regulations and the CSRC provide otherwise, such provisions shall prevail.
Article 21 in addition to performing the above functions and powers, independent directors also express independent opinions to the board of directors or the general meeting of shareholders on the following matters:
(I) nomination, appointment and removal of directors;
(II) appointing or dismissing senior managers;
(III) remuneration and equity incentive plans for directors and senior managers of the company;
(IV) change the purpose of the raised funds;
Article 21 in addition to performing the above duties, independent directors also borrow money from the board of directors or major shareholders for the use of (V) over raised funds for permanent replenishment of working capital and bank repayment;
The board of directors issued independent opinions: (VI) formulate the plan for converting capital reserve into share capital and formulate profits (I) nominate, appoint and remove directors; Distribution policy, profit distribution plan and cash dividend plan;
(II) appointing or dismissing senior managers; (VII) major related party transactions and external guarantees (excluding the remuneration of directors and senior managers of the merger report (III); (IV) financial assistance provided by the shareholders, actual controllers and their affiliated enterprises of the company