Beijing Ctrowell Technology Corporation Limited(300455)
Notes on the amendment of the rules of procedure of the board of directors
Revised original terms
Article 21 the board of Directors consists of nine directors Article 21 the board of Directors consists of nine directors, with one chairman and one vice chairman. Composition, including 3 independent directors. There is a chairman and a vice chairman. In principle, the number of external directors shall exceed half of all members of the board of directors to ensure the diversity of professional experience and complementarity of ability structure of the board of directors.
Article 22 the board of directors shall exercise the following functions and powers in accordance with Article 22 of the company law and the provisions of the articles of association:
(I) convene the general meeting of shareholders and report to the general meeting of shareholders on the implementation of the decisions and arrangements of the Party Central Committee; Major measures to implement the national and superior development strategies; (II) implement the resolutions of the general meeting of shareholders; (II) determine the company’s development strategy, medium and long-term (III) determine the company’s business plan, development plan and important reform plan during the investment period;
Programme; (III) convene the shareholders’ meeting and report to the shareholders’ meeting (IV) to formulate the company’s annual financial budget;
Project and final settlement plan; (IV) implement the resolutions of the general meeting of shareholders;
(V) formulate the company’s profit distribution plan and (V) decide the company’s business plan and investment loss recovery plan; Programme;
(VI) formulate the company’s annual financial budget, capital, issuance of bonds or other securities, listing plan and final settlement plan;
Case; (VII) formulate the company’s profit distribution plan and (VII) formulate the company’s major acquisition and loss recovery plan;
Company stock or merger, division, dissolution and change (Ⅷ) formulate plans for the company to increase or reduce the form of registered company; Capital, issuance of bonds or other securities and resolution of the listed Party (VIII) within the scope authorized by the general meeting of shareholders;
(IX) formulate the company’s major acquisition, acquisition of the company’s investment, acquisition and sale of assets, asset mortgage, entrustment of the company’s shares or merger, division, dissolution and change of financial management, external guarantee, related party transactions, etc. as stipulated in Article 23 of these rules; The form of the company’s plan;
(IX) decide on the establishment of the company’s internal management organization (x) within the scope authorized by the general meeting of shareholders; Determine the company’s external (x) appointment or dismissal of the company’s general manager, investment, acquisition and sale of assets, asset mortgage, entrustment of the Secretary of the board of directors, and decide on his remuneration, reward and punishment, financial management, provision of financial assistance, related party transactions, etc. as stipulated in Article 23 of these rules; matter; According to the nomination of the general manager, appoint or dismiss (XI) decide on the appointment of the company’s internal management organization, such as the company’s deputy general manager and the person in charge of finance; (12) appoint or dismiss the general manager of the company; (XI) formulate the company’s basic management system rewards and punishments; According to the nomination of the general manager, appoint or
Degree; (12) to dismiss senior (12) managers of the modifying party who formulate the articles of association, such as the company’s deputy general manager and chief financial officer, and to decide on their remuneration and reward and punishment cases; Item; Review and approve the performance appraisal of the company’s management (13) manage the company’s information disclosure; Item;
（14） Propose to the general meeting of shareholders to hire or change (13) formulate the basic management system of the company and replace it with an accounting firm audited by the company; Degree;
（15） Listen to the work summary of the general manager of the company (14) formulate the amendment of the articles of association and report to and inspect the work of the general manager; Case;
（16） (15) to manage the information disclosure of the company when the company acquires the company due to the following circumstances; The company has made resolutions on share matters: (16) propose to the general meeting of shareholders to hire or change 1. Use the shares for the employee stock ownership plan or replace them with an accounting firm audited by the company;
Equity incentive; （17） Listen to the work summary of the general manager of the company 2. Use the shares to convert the reportable shares issued by the company and check the work of the general manager;
Corporate bonds converted into shares; （18） Make resolutions on the company’s acquisition of the company’s shares for the purpose of safeguarding the company’s value and shareholders’ rights and interests under the following circumstances:
Required. 1. Use the shares for employee stock ownership plan or (17) equity incentive according to laws, administrative regulations and departmental regulations; Chapter or the articles of association and other functions and powers granted by the general meeting of shareholders. 2. Use the shares to convert the issuance of the company. Corporate bonds converted into shares;
The board of directors exercises the above functions and powers through 3. It is necessary to convene a meeting of the board of directors to protect the company’s value and shareholders’ rights and interests. The chairman of the board of directors may also review the annual audit report during the intersessional period of the board of directors;
It is decided to implement according to the scope of authorization of the board of directors. （20） Decide on the daily use and management of the raised funds within its authority;
（21） Determine the company’s risk management, internal control management and legal compliance management; Review and approve the company’s major litigation and arbitration handling plan; （22） Decide on major financial matters of the company, review and approve major accounting policies and accounting estimation change plans;
（23） Decide on major matters related to the company’s safety production, maintenance of stability, employees’ rights and interests and social responsibility;
（24） Other functions and powers granted by laws, administrative regulations, departmental rules or the articles of association and the general meeting of shareholders.
The board of directors exercises the above functions and powers by convening a meeting of the board of directors and forming a resolution at the meeting. It can also be decided by the chairman of the board of directors according to the scope of authorization of the board of directors when the board of directors is not in session.
When the board of directors exercises the above functions and powers, the major operation and management matters that should be studied and discussed by the company’s Party committee in advance shall be studied and discussed by the company’s Party committee in advance, and shall be included in the materials submitted to the board of directors for deliberation
Submit written opinions to the Party committee of the company.
Article 23 the board of directors has the right to decide the company’s following foreign investment, acquisition and sale of assets, asset division’s following foreign investment, acquisition and sale of assets, asset mortgage, entrusted financial management, external guarantee, mortgage of related transactions, entrusted financial management Related party transactions and other matters: (I) the board of directors has the right to decide the following matters of the company; (I) the board of directors has the right to decide the following matters of the company, such as foreign investment, acquisition and sale of assets, asset mortgage, entrusted investment, acquisition and sale of assets, asset mortgage, entrusted financial management and so on:
Entrusted financial management and other matters: 1 The total assets involved in the transaction accounted for 1.5% of the company’s total assets If the total assets involved in the transaction account for more than 10% of the company’s total assets audited in the latest period, if the total assets involved in the transaction account for more than 10% of the company’s total assets audited in the latest period, the total assets involved in the transaction also have book value. If the total assets involved in the transaction also have book value and evaluation value, the higher one shall be taken as the calculation data; And the evaluation value, the higher one shall be taken as the calculation data; However, more than 50% shall be submitted to the general meeting of shareholders for deliberation.
However, more than 50% shall be submitted to the general meeting of shareholders for deliberation. 2. The subject matter of the transaction (e.g. equity) is in the last 2 The relevant operating revenue of the transaction subject matter (such as equity) in the latest fiscal year accounts for 10% of the company’s audited operating revenue in the latest fiscal year, more than 10% of the audited operating revenue in the latest fiscal year, and the absolute amount exceeds 10 million yuan; However, the absolute amount exceeds 10 million yuan; However, more than 50%, and the absolute amount exceeds more than 50% of RMB 50 million, and the absolute amount exceeds RMB 50 million, shall be submitted to the general meeting of shareholders for deliberation.
It shall be submitted to the general meeting of shareholders for deliberation. 3. The subject matter of the transaction (e.g. equity) is in the last 3 The related net profit of the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the company’s audited net profit in the latest fiscal year, more than 10% of the audited net profit in the last fiscal year, and the absolute amount exceeds 1 million yuan; However, 50% and the absolute amount exceeds 1 million yuan; However, more than 50% and the absolute amount exceeds 5 million yuan shall be submitted to the shareholders’ meeting, and the absolute amount exceeds 5 million yuan shall be submitted to the shareholders’ meeting for deliberation.
Deliberation at the shareholders’ meeting. 4. The transaction amount of the transaction (including the liabilities and expenses) accounts for more than 10% of the latest audited net assets of the company, and the absolute amount exceeds 10 million yuan; More than 10% and the absolute amount exceeds 10 million yuan; However, if more than 50% and the absolute amount exceeds 50 million yuan, but more than 50% and the absolute amount exceeds 50 million yuan, it shall be submitted to the general meeting of shareholders for deliberation.
The shall be submitted to the general meeting of shareholders for deliberation. 5. The profits generated from the transaction accounted for 5.5% of the company’s recent profits The profit generated from the transaction accounts for more than 10% of the audited net profit of the company in the latest fiscal year and more than 10% of the audited net profit in the last fiscal year, and the absolute amount exceeds 1 million yuan; However, 50% and the absolute amount exceeds 1 million yuan; However, if more than 50% of the total amount exceeds 5 million yuan, it shall be put forward, and if the total amount exceeds 5 million yuan, it shall be submitted to the general meeting of shareholders for deliberation.
Submit it to the general meeting of shareholders for deliberation. (II) the financial assistance provided by the company shall be approved by (II) the financial assistance provided by the company shall be approved and adopted by more than two-thirds of the directors attending the board meeting and more than two-thirds of the directors attending the board meeting.
Agree and make a resolution. (III) the board of directors has the right to decide that the general meeting of shareholders (III) the board of directors has the right to decide the following related party transactions other than the following full consideration: external guarantee matters subject to the conditions of the company and the Ministry: the transaction amount of connected natural persons exceeds 300000 yuan The amount of a single guarantee is less than the latest period of the company
