Vanfund Urban Investment&Development Co.Ltd(000638)
Comparison table of amendments to the rules of procedure of the general meeting of shareholders
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, securities law of the people’s Republic of China, rules of the general meeting of shareholders of listed companies and Vanfund Urban Investment&Development Co.Ltd(000638) articles of association, the company plans to amend some provisions of the rules of procedure of the general meeting of shareholders, as shown in the table below.
Before and after revision
Article 3 the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law: (I) decide on the company’s business policy and investment plan; (II) elect and replace directors and supervisors who are not held by employee representatives. Article 3 the general meeting of shareholders is the power organ of the company. It shall exercise the following functions according to law and decide on the remuneration of directors and supervisors; Right:
(III) review and approve the report of the board of directors; (I) determine the company’s business policy and investment plan;
(IV) review and approve the report of the board of supervisors; (II) elect and replace directors and supervisors not held by employee representatives, and (V) review and approve the company’s annual financial budget plan and final settlement plan; Determine the remuneration of directors and supervisors; (VI) review and approve the company’s profit distribution plan and loss recovery Party (III) review and approve the report of the board of directors;
Case; (IV) review and approve the report of the board of supervisors;
(VII) make resolutions on the increase or decrease of the company’s registered capital; (V) review and approve the company’s annual financial budget plan and final account plan; (VIII) make resolutions on the issuance of bonds by the company; (VI) review and approve the company’s profit distribution plan and loss recovery plan; (IX) make resolutions on the merger, division, dissolution, liquidation or change of the company (VII) increase or decrease of the registered capital of the company;
Make resolutions in the form of; (VIII) make resolutions on the issuance of bonds by the company;
(x) amend the articles of Association; (IX) make resolutions on the company’s merger, division, dissolution, liquidation or change of company form (XI) make resolutions on the company’s employment and dismissal of accounting firms; Make a decision in a formal manner; （12） The general manager of external guarantees of the company and its holding subsidiaries (x) modifies the articles of Association; (11) to make a resolution on the employment and dismissal of the accounting firm after reaching or exceeding 50% of the latest audited net assets; For any guarantee provided by the company, in which the company provides mortgage guarantee for house purchase customers, it shall not (12) review and approve the guarantee matters specified in Article 42 of the articles of association that are included in the scope of external guarantee mentioned in the articles of association and these rules;
Inside; （13） Review and approve the total amount of external guarantee of the Finance (XIII) Company as stipulated in Article 43 of the articles of association, which reaches or exceeds the latest financial assistance;
Any guarantee provided after 30% of the audited total assets; （14） To review the purchase and sale of major assets by the company within one year and provide 30% of the company’s latest audited total assets to external guarantee objects with asset liability ratio of more than 70%;
Guarantee of; （15） Review and approve the change of the purpose of the raised funds;
（15） The amount of a single external guarantee exceeds the latest audited net assets (XVI) to review and approve the company’s equity incentive plan and employee stock ownership plan; 10% guarantee; （17） Review the guarantees provided by laws, regulations and the articles of association to shareholders, actual controllers and their related parties. Other matters decided by the board of directors. （17） Review and approve the change of the purpose of the raised funds; （18） Review and approve the company’s equity incentive plan; （19） Review other matters that shall be decided by the general meeting of shareholders in accordance with laws, regulations and the articles of association. Article 6 the general location of the general meeting of shareholders of the company is: Beijing article 6 the general location of the general meeting of shareholders of the company is: conference room on the 30th floor, block a, No. 1, Shuguang Sili, chaochaoyang District, Beijing; The company can also use the square meter of 12a, block B, China International Science and Technology Exhibition Center, No. 12, Yumin Road, Yang District
Before and after revision
To designate other places in the notice of the general meeting of shareholders; In case of special circumstances, it is necessary to develop a large conference room; The company may also specify other changes to be made in the notice of the general meeting of shareholders, and a public notice shall be issued 3 days before the general meeting of shareholders. Location; In case of special circumstances requiring change, a change announcement shall be issued at least 2 working days before the scheduled date of the general meeting of shareholders.
Article 21 the notice of the shareholders’ meeting shall include the following contents:
Article 21 the notice of the shareholders’ meeting shall include the following contents: (I) date, place and duration of the meeting;
(I) date, place and duration of the meeting; (II) matters and proposals submitted to the meeting for deliberation. Matters to be discussed (II) matters and proposals submitted to the meeting for deliberation; If it is necessary for independent directors to express their opinions, issue a notice of the general meeting of shareholders or supplement (III) with obvious text: all shareholders have the right to attend the stock replenishment, and the opinions and reasons of independent directors will be disclosed at the same time; (III) it is clearly stated in words: all shareholders have the right to attend the meeting, and the shareholder’s agent does not need to be the shareholder of the company; (IV) the equity registration date of shareholders entitled to attend the general meeting of shareholders; The proxy need not be a shareholder of the company;
(V) name and telephone number of permanent contact person for conference affairs. (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;
(VI) voting time and procedures by network or other means.
Article 42 the following matters shall be adopted by special resolution of the general meeting of shareholders: (I) increase or decrease of the registered capital of the company;
(II) division, merger, dissolution, liquidation or change of corporate form of the company;
(III) amendment of the articles of association and its annexes (including the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors and the rules of procedure of the board of supervisors);
(IV) spin off its subsidiaries for listing;
(V) the company purchases or sells major assets or the amount of external guarantee exceeds 30% of the company’s latest audited total assets within 12 consecutive months. Article 42 the following matters shall be approved by special resolution of the general meeting of shareholders;
(VI) issuance of shares, convertible corporate bonds, preferred shares and (I) increase or decrease of registered capital of the company; Other securities varieties approved by the CSRC;
(II) division, merger, dissolution and liquidation of the company; (VII) repurchase shares for the purpose of reducing registered capital;
(III) amendment of the articles of Association; (VIII) major asset reorganization;
(IV) the company purchases and sells major assets or external (IX) equity incentive plan within one year; The guarantee amount exceeds 30% of the company’s latest audited total assets; (x) the general meeting of shareholders of the company decides to voluntarily withdraw its stock in Shenzhen Stock Exchange (V) equity incentive plan; Listing and trading in the stock exchange and deciding not to trade in the laws, administrative regulations or the articles of association of Shenzhen Stock Exchange and the general meeting of shareholders, or applying for trading or transfer in other trading places instead; (XI) other matters that will have a significant impact on the company and need to be approved by the general meeting of shareholders by ordinary resolution. Other matters that have a significant impact and need to be adopted by special resolution;
（12） Other matters that need to be passed by special resolution as stipulated by laws, administrative regulations, relevant provisions of Shenzhen Stock Exchange, articles of association or these rules.
The proposals mentioned in items (IV) and (x) of the preceding paragraph shall be approved by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders, as well as by the directors, supervisors and More than two-thirds of the voting rights held by shareholders other than senior managers and shareholders who individually or jointly hold more than 5% of the shares of the listed company.
Before and after revision
Article 43 shareholders (including their proxies) exercise their voting rights based on the number of voting shares they represent, and each share has one vote.
When the general meeting of shareholders deliberates on major matters affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors shall be counted separately. The results of separate vote counting shall be announced and disclosed in a timely manner.
Article 43 shareholders (including shareholders’ agents) shall exercise their voting rights based on the number of shares with voting rights held by the company they represent, and each share shall be entitled to the total number of shares without voting rights attending the general meeting of shareholders.
One vote. Where a shareholder’s purchase of voting shares of the company violates Article 6 of the securities law, and the company’s shares held by the company have no voting rights, and the proportion exceeding the specified proportion is not included in the total number of voting shares attending the general meeting of shareholders. Within 36 months after the purchase of the shares, the voting rights of the board of directors, independent directors and shareholders meeting the relevant requirements shall not be exercised, and shall not be included in the total number of shares with voting rights attending the general meeting of shareholders. Solicit shareholders’ voting rights. The board of directors, independent directors, shareholders holding more than 1% of the voting shares, or in accordance with laws, administrative regulations or the CSRC
