Rules of procedure of Shanghai Step Electric Corporation(002527) board of directors
Revision comparison table
Before and after modification
Article 1 is to clarify the responsibilities and authorities of the board of directors of Shanghai Step Electric Corporation(002527) (hereinafter referred to as “the company”), standardize the organization of the board of directors and the responsibilities and authorities of the board of directors (hereinafter referred to as “the company”), standardize the organizational behavior and operating rules of the board of directors, give full play to the role of the board of directors, urge the behavior and operating rules of directors and directors, and give full play to the role of the board of directors, Supervise and urge the correct performance of their rights and obligations, improve the corporate governance structure of the company, and improve the corporate governance of the company based on the correct performance of their rights and obligations by directors. According to the company law of the people’s Republic of China and the securities institution of the people’s Republic of China, in accordance with the company law of the people’s Republic of China, the law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange and the securities law of the Shenzhen Stock Exchange The code for the governance of listed companies and the guidelines for the self-discipline supervision of listed companies of Shanghai Shanghai Step Electric Corporation(002527) electric exchange No. 1 – standardized operation of the articles of association of main board listed companies Gas Co., Ltd. (hereinafter referred to as the “articles of association”) and other laws, regulations and normative documents, And Shanghai Xinshi and other relevant regulations, these rules are hereby formulated as the code of conduct of the articles of association of dada Electric Co., Ltd. (hereinafter referred to as the “articles of association”) operated by the directors and the board of directors. These rules are hereby formulated as the code of conduct for the operation of directors and the board of directors.
Article 3 the board of directors of the company is composed of 9 directors, including 3 independent directors and 1 Chairman.
Article 3 the board of directors of the company is composed of 9 directors, including independent directors
The director may be concurrently held by the manager or other senior managers, but there are three concurrent directors and one chairman.
The total number of directors holding the position of manager or other senior managers and directors held by employee representatives shall not exceed 1 / 2 of the total number of directors of the company.
Article 4 the board of directors shall set up the office of the board of directors to handle the day of the board of directors. Article 4 the board of directors shall set up the office of the board of directors to handle the daily affairs of the board of directors. The securities affairs representative also serves as the person in charge of the office of the board of directors, keeping regular affairs and the seal of the board of directors. The securities affairs representative also serves as the seal of the office of the board of directors and the office of the board of directors. Head of the office.
Article 5 the board of directors of the company shall, in accordance with the relevant resolutions of the general meeting of shareholders, establish
Article 5 the board of directors of the company shall establish special committees for strategy, audit, nomination, remuneration and assessment in accordance with the relevant resolutions of the general meeting of shareholders. specialized
Establish special committees for strategy, audit, nomination, salary and assessment. The members of the special committee are all composed of directors, including the audit committee and the nomination committee
All members of the committee are composed of directors, among which independent directors shall account for more than half of the audit committee, nomination committee and remuneration and assessment committee
Independent directors shall account for the majority of the members’ meeting and the remuneration and assessment committee and act as the convener. At least one independent director of the audit committee shall be an accountant
The convener of the audit committee is an accounting professional. Professionals of each special committee. Personnel composition, responsibilities, authorities and decision-making of each special committee
The composition, responsibilities and authorities, decision-making procedures and rules of procedure of the board of directors shall be formulated by the board of directors of the company
The board of directors of the company shall formulate and determine the rules of procedure of each special committee, which shall be implemented from the date of adoption of the resolution of the board of directors of the company
It shall be implemented from the date when the resolution of the board of directors of the company is passed.
Line.
Article 6 the board of directors shall exercise the following functions and powers: Article 6 the board of directors shall exercise the following functions and powers:
… …
(VII) formulate plans for the company’s major acquisition, repurchase of the company’s shares or merger (VII) formulate plans for the company’s major acquisition, repurchase of the company’s shares or merger, division, change of company form and dissolution; Plans for merger, division, dissolution and change of company form;
(VIII) decide the company’s foreign investment within the scope authorized by the general meeting of shareholders; (VIII) decide the company’s foreign investment, acquisition and sale of assets, asset mortgage, entrusted financial management and other matters within the scope authorized by the general meeting of shareholders; Acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, (IX) other guarantee matters except Article 41 of the articles of Association; Related party transactions, external donations and other matters;
(x) transactions between the company and related natural persons (except for cash (IX) other guarantee assets except Article 42 of the articles of association and the provision of guarantees) with an amount of more than 300000 yuan;
Related party transactions, or transactions between the company and related legal persons (the company receives gifts (x) transactions between the company and related natural persons (except cash assets and guarantees provided by the company) with an amount of more than 3 million yuan, except gold assets and guarantees provided by the company) with an amount of more than 300000 yuan shall not exceed 30 million yuan, accounting for the latest audited net capital transaction of the listed company.
Related party transactions with an absolute value of more than 0.5% and less than 5%; The amount of transactions between the company and related legal persons (except for cash assets and guarantees provided by the company) exceeds 3 million yuan, and accounts for the largest proportion of the company. (11) determine the establishment of the company’s internal management organization; Related party transactions of more than 0.5% of the absolute value of audited net assets in the recent period;
（12） Appoint or dismiss the general manager and Secretary of the board of directors of the company; （11） Decide on the establishment of the company’s internal management organization;
According to the nomination of the general manager, appoint or dismiss the company’s deputy general manager and Finance (12) decide to appoint or dismiss the company’s general manager, the person in charge of the Secretary of the board of directors and other senior managers, decide on their remuneration, letters of rewards and punishments and other senior managers, and decide on their remuneration, rewards and punishments; Item; Decide to appoint or dismiss the company’s deputy general manager according to the nomination of the general manager (13) formulate the company’s basic management system; Senior managers such as managers and financial directors, and decide on their remuneration and… Rewards and punishments;
（18） Formulate the basic management system of the company according to laws, regulations or the articles of association, as well as the shareholders’ meeting (13);
Other functions and powers granted by the
（18） Make a resolution on the acquisition of the company’s shares due to the circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of Association;
（19） Other functions and powers conferred by laws, administrative regulations, departmental rules or the articles of association, as well as by the general meeting of shareholders.
Article 7 transactions of the company (except the company’s donated cash assets) Article 7 transactions of the company (except the company’s donated cash assets) that meet one of the following standards shall be submitted to the board of directors for deliberation: those that meet one of the following standards shall be submitted to the board of directors for deliberation:
(I) the “transaction” made by using the company’s assets as mentioned in article (I) the “transaction” made by using the company’s assets as mentioned in article (I) of these rules includes the following matters: see the articles of Association for details. Including the following:
1. Purchase or sale of assets; 1. Purchase or sale of assets;
2. Foreign investment (including entrusted financial management, entrusted loans, and investment in subsidiaries, 2. Foreign investment (including entrusted financial management, investment in subsidiaries, etc.); Investment in joint ventures and associated enterprises, investment in trading financial assets, availability of financial assistance (including entrusted loans, etc.);
Sale of financial assets, held to maturity investments, etc.); 4. Provide guarantee (including guarantee for holding subsidiaries);
3. Provide financial assistance; 5. Leased in or leased out assets;
4. Provide guarantee (except external guarantee); 6. Entrusted or entrusted management of assets and businesses;
5. Leased in or leased out assets; 7. Donated or donated assets;
6. Sign management contracts (including entrusted operation, entrusted operation 8, creditor’s rights or debt restructuring);
Etc.); 9. Transfer or transfer of R & D projects;
7. Donated or donated assets; 10. Sign the license agreement;
8. Reorganization of creditor’s rights or debts; 11. Waiver of rights (including waiver of preemptive right, preemptive subscription 9, transfer of research and development projects, etc.);
10. Sign the license agreement; 12. Purchase of raw materials, fuel and power;
11. Other transactions recognized by Shenzhen Stock Exchange. 13. Selling products and commodities;
(II) the company’s use of assets is in line with the transactions (gifts) occurred 14, providing or receiving labor services;
The board of directors shall consider and approve if the assets (excluding gold assets) meet one of the following standards: 15. Entrusted or entrusted sales;
1. The total assets involved in the transaction accounted for 16% of the total audited assets of the company in the latest period. Deposit and loan business;
More than 10% and less than 50% of the assets, and the total assets involved in the transaction are jointly invested by the related parties;
If there are book value and evaluation value, the higher one shall be taken as the calculation data; 18. Other matters that may lead to the transfer of resources or obligations through the agreement. 2. Relevant items of the transaction object (such as equity) in the latest accounting year;
Operating income accounts for the audited operating income of the municipal company in the latest fiscal year 19. Other transactions recognized by Shenzhen Stock Exchange.
Less than 10% and less than 50%, and the absolute amount is more than 10 million yuan
50 million yuan; (II) the company’s use of assets is consistent with the transactions (cash received)
