Securities code: Angel Yeast Co.Ltd(600298) securities abbreviation: Angel Yeast Co.Ltd(600298) Lin No. 2022050 Angel Yeast Co.Ltd(600298)
Amend the detailed rules for the implementation of the special committees of the board of directors
Announcement of relevant provisions
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Angel Yeast Co.Ltd(600298) (hereinafter referred to as “the company”) held the first meeting of the ninth board of directors on April 18, 2022, The proposal on Amending the relevant provisions of the detailed rules for the implementation of the nomination committee of the board of directors, the proposal on Amending the relevant provisions of the detailed rules for the implementation of the strategy committee of the board of directors, the proposal on Amending the relevant provisions of the detailed rules for the implementation of the Audit Committee of the board of directors, the proposal on Amending the relevant provisions of the detailed rules for the implementation of the remuneration and assessment committee of the board of directors and other relevant proposals were reviewed and adopted.
In accordance with the relevant provisions of the Listing Rules of Shanghai Stock Exchange, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation, the articles of association and other relevant provisions, and in combination with the actual situation of the company, the relevant provisions of the implementation rules of the special committees of the board of directors of the company are modified. The specific modifications are as follows: 1. The amendment of the implementation rules of the nomination committee of the board of directors of the company
Before and after modification
Article 1 is to standardize the company’s decision-making and management. Article 1 is to standardize the company’s decision-making and the generation of senior management personnel, optimize the generation of the board of directors and management personnel, optimize the personnel structure of the board of directors and senior team, improve the management personnel structure of corporate governance, and improve the corporate governance structure. In accordance with the company law of the people’s Republic of China, the corporate governance standards of listed companies, the corporate governance standards of listed companies, the articles of association, the articles of association of the company and other relevant provisions, the company hereby establishes the nomination committee of the board of directors, establishes the nomination committee of the board of directors, and formulates the implementation rules. detailed rules and regulations.
Article 2 the nomination committee of the board of directors is a special committee established by the board of directors in accordance with the resolution of the general meeting of shareholders, and a special working body established in accordance with the resolution of the general meeting of shareholders, which is mainly responsible for the management of the directors and working bodies of the company, It is mainly responsible for selecting the candidates for directors and senior managers of the company, selecting the candidates for directors and managers, and making suggestions to the board of directors. offer a proposal.
Article 3 the nomination committee is composed of seven members. Article 3 the nomination committee is composed of five to directors, including four independent directors. It is composed of seven directors, of which independent directors shall account for the majority.
Article 8 main duties of the nomination committee Article 8 main responsibilities and authorities of the nomination committee: Authorities:
(I) according to the company’s operation and assets (I) according to the company’s operation, asset scale and equity structure, put forward suggestions to the board of directors on the scale and scale of the board of directors and equity structure on the scale and composition of the board of directors; Put forward suggestions to the board of directors;
(II) study the selection of directors and managers (II) study the selection criteria and procedures of directors and senior managers, put forward the proposed selection criteria and procedures to the board of directors, and put forward suggestions to the board of directors; Recommendations;
(III) extensive search for qualified directors and (III) qualified directors; Candidates for level management personnel;
(IV) review and make suggestions on candidates for directors and managers (IV) review candidates for directors and senior managers; Review and make suggestions on personnel candidates;
(V) review and propose other senior managers in other positions authorized by the board of directors who must be proposed for appointment by the board of directors. Recommendations;
(VI) other functions and powers authorized by the board of directors of the company.
Article 10 the nomination committee shall, in accordance with relevant laws and regulations and the articles of association, and in combination with the provisions of laws and regulations and the articles of association, and in combination with the actual situation of the company, study the actual situation of the company’s directors and managers, the election conditions and selection procedures of the company’s directors and senior candidates, and the election conditions and selection procedures of the candidates for managers during their term of office, Form a backup resolution and submit it to the board of directors for approval and term of office. Form a backup resolution and implement it after submission. It shall be implemented after being approved by the board of directors.
Article 11 selection and appointment of directors and managers Article 11 selection and appointment procedures of directors and senior managers:
(I) the nomination committee shall actively communicate with the company. (I) the nomination committee shall actively communicate and exchange with relevant departments of the company, study the needs of the company for new directors and managers and the company for new directors and senior managers, and form written materials or proposals; And form written materials or proposals;
(II) the nomination committee can widely collect directors and managers in the company, holding (joint-stock) company or other companies, as well as in the joint-stock (joint-stock) company or other companies, as well as in the talent market; Personnel selection;
(III) collect the occupation and educational background of the candidates, (III) collect the occupation, educational background, professional title and detailed work experience of the candidates, all positions or professional titles, detailed work experience, all positions or part-time jobs, and form written materials; Part time job, etc., in written form;
(IV) the nomination committee held extensive consultations with the company and its shareholders on the proposed nominees and (IV) the Nomination Committee on the proposed nominees. The company and its shareholders have conducted extensive consultations.
(V) obtain the nominee’s consent to the nomination; (V) obtain the nominee’s consent to the nomination, otherwise they cannot be regarded as directors and managers, otherwise they cannot be elected as directors and senior managers; Management personnel;
(VI) convene the meeting of the nomination committee, and (VI) convene the meeting of the nomination committee to examine the qualifications of the primary candidates according to the terms of office of directors and managers; Conduct qualification examination for primary candidates;
(VII) before Electing new directors and appointing new managers, (VII) before Electing new directors and appointing new managers, and before proposing the candidates for directors and senior managers to the board of directors, propose to the board of directors the candidates for directors and newly employed managers and the materials of relevant candidates and newly employed senior managers; Suggestions and relevant materials;
(VIII) carry out other follow-up work according to the resolutions and feedback of the board of directors (VIII) carry out other follow-up work according to the resolutions and feedback of the board of directors.
See other follow-up work.
Article 12 the meeting of the nomination committee is uncertain. Article 12 the meeting of the nomination committee shall be held according to the schedule and shall be notified seven days before the meeting. If it needs to be held irregularly, the notice of the meeting shall be sent to the members of the meeting body. The meeting shall be presided over by the chairman. The chairman shall deliver it by mail or other means seven days before the meeting. If a member is unable to attend, he may entrust another member of the Committee. In case of emergency, it is necessary to convene a temporary meeting (which should be chaired by an independent director). If the meeting is held, the meeting notice can be sent by mail or other means 2 days before the meeting. The meeting is presided over by the chairman, who cannot attend
Another member (should be an independent director) may be entrusted to preside over the meeting.
2、 Amendments to the implementation rules of the strategy committee of the board of directors of the company
Before and after modification
Article 3 the members of the strategy committee are seven. The members of the strategy committee are composed of five to directors, including four independent directors and seven directors. Yes.
Article 7 the strategic committee shall set up an investment mechanism review team under Article 7. The general manager of the company shall be the head of the investment review team responsible for daily work liaison and meeting, and 1-2 deputy heads shall be set up. Weaving and other work.
Article 10 the investment review group shall be responsible for the preliminary preparations for the decision-making of the strategy committee, and the working organization group of Article 10 shall be responsible for providing relevant materials of the company. Preliminary preparations for the decision-making of the strategy committee: (I) information provided by relevant departments or holding companies to relevant parties:
(equity participation) the person in charge of the enterprise reports the major investment and financing (I) the major investment and financing, capital preliminary implementation plan and feasibility study report reported by the relevant departments of the company or the holding enterprises (the intention of capital participation, capital operation and asset operation projects, the basic information of the preliminarily accessible partners, etc; Operational report and basic information of partners (II) preliminary materials shall be made by the investment review team;
Review and issue project proposal; (II) agreements, contracts, articles of association and other materials made by relevant departments of the company or holding (III) relevant agreements, contracts and articles of association of relevant departments of the company or holding (joint-stock) enterprises;
Discuss the feasibility study report and report it to the investment (III) working organization team for the review of the above materials; Review and submit formal (IV) investment review group to the Strategy Committee for review and proposal. Issue written comments and submit formal proposals to the strategy committee.
Article 11 the strategy committee shall hold a meeting according to the proposal of the working capital review group, discuss the proposal of the institutional group, hold a meeting, discuss and submit the discussion results to the board of directors, submit the review results to the board of directors and feed back to the investment review group. Working group.
The strategy committee may convene an interim meeting at least 7 days before the meeting is proposed by half of the members of the strategy committee in accordance with Article 12. If it is necessary to convene an interim meeting, it may also convene an interim meeting by mail at least 7 days before the meeting is held in accordance with Article 12. Under normal circumstances, all members of the meeting. The meeting shall be presided over by the chairman. All members shall be notified seven days before the main meeting. If any member is unable to attend, he may entrust another chairman to preside over the meeting. If the chairman is unable to attend, the chairman shall preside over the meeting. In case of emergency, if it is necessary to convene an interim meeting, another committee member may be entrusted to preside over it. In case of meeting, the meeting notice can be sent by mail or other means 2 days before the meeting.
Article 15 the members of the working group of the investment review group in charge of Article 15 may attend the meeting of the strategy committee as nonvoting delegates, and may also attend the meeting of the strategy committee as nonvoting delegates when necessary. When necessary, the directors, supervisors and other senior managers of the company may also be invited to attend the meeting as nonvoting delegates. Attends the meeting as nonvoting delegates.
3、 Amendments to the implementation rules of the audit committee of the board of directors of the company
Before and after modification
Article 1 is to strengthen the decision-making function of the board of directors. Article 1 is to strengthen the decision-making function of the board of directors, ensure the prior audit and professional audit, ensure the prior audit and professional audit, ensure the effective supervision of the board of directors to the management, improve the effective supervision of the board of directors to the management, improve the corporate governance structure of the company, improve the corporate governance structure of the water department, and improve the level of corporate governance, According to the company law of the people’s Republic of China, the company law of the people’s Republic of China, the corporate governance standards for listed companies, the corporate governance standards for enterprises, the basic norms for enterprise internal control based control, the specifications of Shanghai Stock Exchange, the Listing Rules of Shanghai Stock Exchange The rules of Shanghai Stock Exchange, the guidelines for the supervision of the operation of the audit committee of the board of directors of listed companies of Shanghai Stock Exchange No. 1 – standardized operation, the public quotation, the articles of association and other relevant provisions, the articles of association of the company and other relevant provisions. The special company of the company specially establishes the audit committee of the board of directors and establishes the audit committee of the board of directors, And formulate the implementation rules. detailed rules and regulations.
Article 4 the company shall provide the audit committee with necessary working conditions. The audit committee shall provide necessary working conditions. When the audit committee performs its duties, the management of the listed company and relevant departments shall cooperate at the door. When giving cooperation.
Article 5 the members of the audit committee are composed of five to directors, including five independent directors and seven appointed directors. At least one of the members is an independent director
