Vanfund Urban Investment&Development Co.Ltd(000638)
Comparison table of amendments to the rules of procedure of the board of 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, securities law of the people’s Republic of China 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 board of directors, as shown in the table below.
Before and after revision
Article 1 in order to further clarify the responsibilities and authorities of the board of directors and standardize the directors, Article 1 in order to further clarify the responsibilities and authorities of the board of directors, standardize the internal institutions and operating procedures of the board of directors, give full play to the internal institutions and operating procedures of the board of directors in the business decisions of the board of directors, and give full play to the central role of the board of directors, In accordance with the company law of the people’s Republic of China (hereinafter referred to as the role of corporate decision-making center, and in accordance with the company justice of the people’s Republic of China), the securities law of the people’s Republic of China (hereinafter referred to as the securities law of the people’s Republic of China (hereinafter referred to as the company law), the securities law of the people’s Republic of China, and the articles of association of Wanfang Real Estate Co., Ltd. (hereinafter referred to as the securities law of the people’s Republic of China) These rules are formulated in accordance with the articles of association of wanfangcheng and relevant regulations. These rules are formulated in accordance with the articles of association of the Town Investment Development Co., Ltd. (hereinafter referred to as the articles of association) and relevant provisions.
Article 3 the board of directors is composed of nine directors with one chairman. Article 3 the board of directors is composed of nine directors with one chairman, one deputy director and one vice chairman. The chairman and vice chairman shall be appointed by the board of directors as the chairman. Directors are natural persons and do not need to hold shares in the company. More than half of all directors of the company shall be elected. The director is a natural person and does not need to hold the shares of the company in accordance with laws, administrative regulations, departmental rules and the articles of association. All directors of the company have the duty of loyalty and diligence to the company in accordance with the provisions of laws and administrative laws. The regulations, departmental regulations and the articles of association bear the obligation of loyalty and diligence to the company.
Article 7 the board of directors may establish a strategy committee, an audit committee and a salary Committee. Article 7 the board of directors shall establish a strategy committee, an audit committee, a remuneration and Nomination Committee and other special committees. All members of the special committee are appointed by the remuneration and Nomination Committee and the nomination committee. The members of the special committee are composed of directors. The audit committee and the remuneration and nomination committee are all composed of independent directors. The audit committee, the remuneration and nomination directors should account for the majority and act as the convener. At least one committee in the audit committee and the independent directors in the nomination committee should account for the majority and act as independent directors. They are accounting professionals. Convener: at least one independent director of the audit committee is the special committee of the board of directors, which can set up a working group to be responsible for daily work liaison and accounting professionals.
Discuss organization and other work. Each special committee may set up a working group to be responsible for the daily work, the responsibilities and procedures of the special committee of the board of directors, and the implementation rules shall be organized by the contact and meeting.
It shall be formulated separately by the board of directors. The detailed rules for the implementation of the duties, procedures and other work of the special committees of the board of directors shall be formulated separately by the board of directors.
Article 8 the board of directors shall have a secretary of the board of directors, who shall be examined by the board of directors. Article 8 the board of directors shall have a secretary of the board of directors. Before the directors discuss their employment proposal, the Secretary of the board of directors shall obtain the qualification certificate of the Secretary of the board of directors issued by the Shenzhen Stock Exchange and be responsible for the preparation and management of the general meeting of shareholders and the meeting of the board of directors, Be responsible for the preparation of the company’s general meeting of shareholders, the company’s equity, securities and relevant legal documents, as well as the extraordinary meeting of the company’s board of directors, managing the company’s equity, securities and relevant legal materials, and handling information disclosure. The Secretary of the board of directors shall be appointed or dismissed by the board of directors after the chairman of the board of directors submits the documents and files and relevant materials of the board of directors of the company and handles the information name. Disclosure and other matters. The Secretary of the board of directors shall be nominated by the chairman and appointed or dismissed by the board of directors in accordance with laws, administrative regulations, departmental rules and the company’s charter.
Relevant provisions of the procedure. The Secretary of the board of directors shall abide by the relevant provisions of laws, administrative regulations, departmental rules and the articles of association.
Before and after revision
Article 10 the board of directors of the company shall exercise its functions and powers within the scope specified in the company law, the securities law, the articles of association and these rules. The board of directors shall act in strict accordance with the authorization of the general meeting of shareholders and the articles of association of the company, and shall not form resolutions beyond its authority.
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; (II) implement the resolutions of the general meeting of shareholders;
Article 10 the board of directors of the company shall decide the company’s business plan and investment plan in the company law, securities law and (III);
Exercise functions and powers within the scope specified in the articles of association and these rules.
(IV) formulate the company’s annual financial budget plan and final settlement plan; The board of directors shall formulate the company’s profit distribution plan and loss recovery plan in strict accordance with (V) of the general meeting of shareholders and the articles of association of the company; Act with authorization and shall not form a resolution beyond its authority. (VI) formulate plans for the company to increase or reduce its registered capital and issue bonds. The board of directors shall exercise the following functions and powers: bonds or other securities and listing plans;
(I) be responsible for convening the general meeting of shareholders and reporting to the general meeting; (VII) to formulate the company’s major acquisition and repurchase of the company’s shares or (II) to implement the resolutions of the general meeting of shareholders; Merger, division and dissolution plans;
(III) decide on the company’s business plan and investment plan; (VIII) decide on the company’s foreign investment within the scope authorized by the general meeting of shareholders (IV) formulate the company’s annual financial budget plan and final settlement plan; (V) formulate the company’s profit distribution plan and loss recovery plan; Entrusted financial management, related party transactions and other matters; (VI) formulate plans for the company to increase or reduce its registered capital, issue bonds or (IX) decide on the establishment of the company’s internal management organization;
Other securities and listing plans; (x) decide on the appointment or dismissal of the general manager and Secretary of the board of directors of the company (VII) formulate the company’s major acquisitions, repurchases of the company’s shares or mergers, agreements and other senior managers, and decide on their remuneration and bonus division and dissolution plans; Punishments; According to the nomination of the general manager, decide to appoint or dismiss (Ⅷ) within the scope of authorization of the general meeting of shareholders, decide on the company’s foreign investment, the company’s deputy general manager, the person in charge of Finance and other senior managers, merger and sale of assets, asset mortgage, external guarantee, entrusted financial management, and decide on their remuneration, rewards and punishments;
Joint stock transactions and other matters; （11） Formulate the basic management system of the company;
(IX) determine the scope of authorization to the general manager. （12） Formulate the amendment plan of the articles of Association;
（13） Manage the information disclosure of the company;
（14） Propose to the general meeting of shareholders to hire or replace the accounting firm audited by the company;
（15） Listen to the work report of the general manager of the company and check the work of the general manager;
（16） Other functions and powers granted by laws, administrative regulations, departmental rules or the articles of association.
Article 12 Where the company makes foreign investment, purchases and sells assets, and asset offsets Article 12 Where the company makes foreign investment, purchases and sells assets, asset pledge, external guarantee, entrusted financial management, and related transactions, and the amount of transaction property mortgage, external guarantee, entrusted financial management, and related transactions does not meet the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, If the transaction amount does not meet the standard that the shares of Shenzhen Stock Exchange shall be submitted to the general meeting of shareholders for deliberation and approval, it shall be deliberated and approved by the board of directors. The relevant provisions of the municipal rules shall be submitted to the general meeting of shareholders for deliberation and approval. The board of directors may decide on the relevant to the management of the company within the above scope of authority, which shall be deliberated and approved by the board of directors. The board of directors may authorize the above-mentioned authorities. The specific scope of authorization is within the management system of related party transactions and the management system of the company. The specific scope of authorization is determined in the management system of external guarantee and the management system of major investment. The scope of authority of the board of directors is within the management system of related party transactions, the Management Committee of external guarantee and the management of the company shall strictly review the transaction matters and perform the corresponding decision-making system According to the foreign investment management system, the board of directors shall organize relevant experts and professionals to evaluate major matters, and the management of the company shall strictly review the transactions and perform the corresponding review. Decision making procedures and major issues shall be reviewed by relevant experts and professionals.
Before and after revision
Article 13 the chairman shall exercise the following functions and powers: Article 13 the chairman shall exercise the following functions and powers:
(I) preside over the general meeting of shareholders and convene and preside over the meeting of the board of directors; (I) preside over the general meeting of shareholders and convene and preside over the meeting of the board of directors; (II) supervise and inspect the implementation of the resolutions of the board of directors; (II) supervise and inspect the implementation of the resolutions of the board of directors;
(III) sign the company’s shares, corporate bonds and other securities; (III) sign the company’s shares, corporate bonds and other securities; (IV) sign important documents of the board of directors and other documents that should be signed by the legal representative of the company (IV) sign important documents of the board of directors and other documents that should be signed by the company; Other documents signed by the representative;
(V) exercise the functions and powers of the legal representative; (V) exercise the functions and powers of the legal representative;
(VI) under the emergency of force majeure such as catastrophic natural disasters, (VI) under the emergency of force majeure such as catastrophic natural disasters, exercise the right of special disposal of the company’s affairs in accordance with the provisions of the law and the interests of the company, and report to the board of directors and the general meeting of shareholders afterwards; And other powers granted to the board of directors and the (VII) board of directors of the company afterwards are: the report of the board of directors;
1. Decide to approve the expenses related to daily operation of more than 3 million yuan; (VII) other functions and powers granted by the board of directors are:
2. Decide on the major procurement related to daily operation of more than 3 million yuan; 1. Decide on the expenses related to daily operation of more than 3 million yuan, such as sales review, project contracting and labor provision
