Huasi Holding Company Limited(002494)
Comparison table for revision of corporate governance structure rules
1、 Huasi Holding Company Limited(002494) rules of procedure of the general meeting of shareholders
Before and after revision
Article 1 in order to improve and standardize the rules of procedure of the general meeting of shareholders of Huasi Holding Co., Ltd. (hereinafter referred to as the company), the rules of procedure and decision-making procedures of the general meeting of shareholders of Huasi Holding Co., Ltd. (hereinafter referred to as the company), improve the governance level and work policy procedures of the company, improve the governance level and work efficiency and efficiency of the company, and safeguard the legitimate rights and interests of shareholders, In accordance with the company law, the securities law, the securities law, the law on the regulation of the general meeting of shareholders of listed companies, the rules of the general meeting of shareholders of listed companies, the listing rules, the governance standards of listed companies, and the governance standards of Shenzhen Securities and exchange company Relevant laws and regulations, such as the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the Listing Rules of the stock exchange) (hereinafter referred to as the Listing Rules of the stock exchange), the Shenzhen Stock Exchange rules, the guidelines for regulating the self-discipline supervision of listed companies of Shenzhen Stock Exchange, No. 1 – Guidelines for the self-discipline supervision of listed companies of stock exchange, etc These rules are formulated in accordance with the relevant provisions of relevant laws, regulations, normative documents and the articles of Association (hereinafter referred to as the “norms and Huasi Holding Company Limited(002494) articles of association” (hereinafter referred to as the “articles of association”) and other relevant laws, regulations, normative documents and the articles of association). These rules are formulated in accordance with the relevant provisions of the Huasi Holding Company Limited(002494) articles of Association (hereinafter referred to as the articles of association).
“None”, add article 4. The general meeting of shareholders shall exercise its functions and powers within the scope specified in the company law and the articles of association.
Article 5 the company shall employ a lawyer to hold the general meeting of shareholders. Article 6 the company shall employ a lawyer to issue legal opinions and make a public announcement on the following issues:
(I) whether the convening and convening procedures of the meeting are in conformity with the law; (I) whether the convening and convening procedures of the meeting comply with the provisions of laws, laws, administrative regulations, these rules and the articles of Association; Provisions of administrative regulations, these rules and the articles of Association; (II) the qualification of the attendees and the convener (II) whether the convener’s qualification is legal and valid;
Whether it is legal and valid; (III) whether the voting procedures and results of the shareholders attending the shareholders’ meeting and the shareholders’ authorized (III) meeting are in line with the number of entrusted representatives and the number of representative shares; The attendance law is valid; Whether the membership is legal and valid;
(IV) legal opinions on the legality of voting procedures and voting results of (IV) meeting on other relevant issues at the request of the company. Effective;
(V) avoidance of voting by relevant shareholders. If other shareholders are determined to avoid voting after the notice of the shareholders’ meeting, the legal opinion shall disclose the relevant reasons in detail and issue clear opinions on its legality and compliance;
(VI) in case that the shareholders’ purchase of voting shares of the company violates the provisions of paragraphs 1 and 2 of Article 63 of the securities law, whether the relevant shareholders’ votes are not included in the total number of voting shares of the general meeting of shareholders is legal and compliant Issue clear opinions on whether the voting results are legal and compliant;
(VII) in addition to the proposal of electing directors and supervisors by cumulative voting, the number of shares approved, opposed and abstained from each proposal and their proportion in the effective voting shares attending the meeting
Before and after revision
The proportion of the total number of copies and whether the proposal was adopted. The number of votes of each elected director, the number of votes of each candidate for the election of supervisors, and the number of votes obtained by each proposal; Whether the voting result of the general meeting of shareholders is legal and valid;
(VIII) legal opinions on other relevant issues at the request of the company.
Chapter II functions and powers of the general meeting of shareholders Article 6 the general meeting of shareholders shall make decisions on major matters in accordance with the provisions of the company law and the articles of association. Article 7 the general meeting of shareholders shall exercise its functions and powers within the scope specified in the company law and the articles of association, and shall not interfere with the disposal of shareholders’ rights. Article 8 the general meeting of shareholders shall exercise 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 staff representatives, and decide on the remuneration of directors and supervisors; (III) review and approve the report of the board of directors; (IV) review and approve the report of the board of supervisors; (V) review and approve the company’s annual financial budget plan and final account plan; (VI) review and approve the company’s profit distribution plan and loss recovery plan; (VII) make a decision on the increase or decrease of the company’s registered capital
Resolutions; Delete “Chapter II functions and powers of the general meeting of shareholders”
(VIII) make resolutions on the issuance of corporate bonds; (IX) make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company; (x) amend the articles of Association; （11） Make resolutions on the employment and dismissal of accounting firms by the company; （12） Review and approve the guarantee matters specified in Article 41 of the articles of Association; （13） Review the purchase and sale of major assets of the company within one year that exceed thirty percent (30%) of the latest audited total assets of the company; （14） Review and approve the change of the purpose of the raised funds; （15） Review the equity incentive plan; （16） Review other matters that shall be decided by the general meeting of shareholders in accordance with laws, administrative regulations, departmental rules or the articles of association.
Article 9 the following external guarantees of the company shall be deliberated and approved by the general meeting of shareholders.
Before and after revision
(I) any guarantee provided after the total external guarantee of the company and its holding subsidiaries exceeds 50% of the latest audited net assets; (II) the amount of a single guarantee exceeds 10% of the latest audited net assets; (III) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%; (IV) the guarantee amount exceeds 30% of the company’s latest audited total assets within 12 consecutive months; (V) the guarantee amount exceeds 50% of the company’s latest audited net assets and the absolute amount exceeds 50 million yuan within 12 consecutive months; (VI) guarantees provided to shareholders, actual controllers and other related parties of the company; (VII) other guarantees stipulated by Shenzhen Stock Exchange and the articles of association. The term “external guarantee” as mentioned in this article refers to the act of the company providing guarantee for the debt performance of other third parties (including subsidiaries with more than 50% equity held by the company) [including 50%] permitted by laws, regulations and normative documents, including material guarantee and personal guarantee. Article 10 on the premise of ensuring the interests of the company and all shareholders, the general meeting of shareholders authorizes the board of directors to exercise some functions and powers in accordance with the principle of scientific and efficient decision-making. The rights that must be exercised by the general meeting of shareholders in accordance with laws, regulations and the articles of association shall not be authorized to be exercised by the board of directors. Article 11 the board of directors shall convene the general meeting of shareholders within the time limit specified in Article 4 and Article 7 of these rules. Convene the general meeting of shareholders on time within the time limit.
Article 15 if the board of supervisors or shareholders decide to convene a shareholders’ meeting on their own, they shall notify the board of directors in writing. At the same time, if they decide to convene a shareholders’ meeting, they shall notify the board of directors in writing and file with the dispatched office of the CSRC and Shenzhen stock exchange where the Shenzhen stock exchange is located.
Record of the exchange. Before the announcement of the resolution of the general meeting of shareholders, the proportion of ordinary shares held by the convening shareholders shall not be less than 10%. The shareholders convening the meeting shall hold no less than 10% of the shares at any time. When issuing the notice of the general meeting of shareholders, it is promised that from the date of issuing the notice of the general meeting of shareholders to the date of holding the general meeting of shareholders, the board of supervisors and convening shareholders shall not reduce their shares and disclose their shares in the place where the company is located when announcing the resolution of the general meeting of shareholders. The dispatched office of the CSRC and Shenzhen Stock Exchange shall submit relevant supporting materials to the board of supervisors and the convening shareholders before issuing the notice of the general meeting of shareholders. And the announcement of the resolution of the general meeting of shareholders, submit relevant supporting materials to Shenzhen Stock Exchange.
Article 19 the company convenes the general meeting of shareholders, and the board of directors and supervisors Article 15 the company convenes the general meeting of shareholders. The board of directors, the board of supervisors and shareholders who individually or jointly hold more than 3% of the company’s board of directors and shareholders who individually or jointly hold more than 3% of the company’s shares have the right to put forward proposals to the company. The shareholders of the company have the right to put forward proposals to the company.
Shareholders who individually or jointly hold more than 3% of the shares of the company, and shareholders who individually or jointly hold more than 3% of the shares of the company,
Before and after revision
The company can put forward an interim proposal ten days before the shareholders’ meeting, and can put forward an interim proposal ten days before the shareholders’ meeting and submit it to the convener in writing. The convener shall submit it in writing to the convener after receiving it. The convener shall issue a supplementary notice of the general meeting of shareholders within two days after confirming the temporary proposal. If the content meets the requirements, the convener shall announce the contents of the temporary proposal within two days after receiving the proposal. In addition to the circumstances specified in the preceding paragraph, except for the supplementary notice of the general meeting of shareholders and the announcement of temporary proposals, after the convener issues the notice and announcement of the general meeting of shareholders, the names of shareholders, shareholding ratio and new proposals shall not modify the proposals or contents listed in the Notice of the general meeting of shareholders. If the convener determines that the temporary proposal does not meet the requirements, a new proposal shall be added. If it is determined that the general meeting of shareholders shall not make a statement on the interim proposal, if the notice of the general meeting of shareholders does not list or does not comply with the decision of Article 18 of these rules and make a resolution, it shall make a statement on the proposal specified in Article 18 within 2 days after receiving the proposal, and the general meeting of shareholders shall not announce the contents of the relevant interim proposal, explain the decision and make a resolution. At the same time, a law firm is hired to issue a legal opinion on the relevant reasons and their legal compliance and make an announcement.
Except for the circumstances specified in the preceding paragraph, after issuing the notice and announcement of the general meeting of shareholders, the convener shall not modify the proposals listed in the notice of the general meeting of shareholders or add new proposals.
For proposals that are not listed in the notice of the general meeting of shareholders or do not comply with the provisions of Article 14 of these rules, the general meeting of shareholders shall not vote and make resolutions.
Article 20 the convener of the annual shareholders’ meeting or provisional Article 16 the convener of the annual shareholders’ meeting shall notify the shareholders of the shareholders’ meeting in the form of public announcement 20 days before the meeting or 20 or 15 days (excluding the day of the meeting) specified in the articles of association. The extraordinary shareholders’ meeting shall notify the shareholders of the company in the form of public announcement before the meeting.
