Comparison table of amendments to the rules of procedure of the board of directors of the company
(revised in January 2022)
S / N basis for amendment of original clause
Article 4 the board of directors of the company may, in accordance with the provisions of Article 4 of the major shareholders' agreement, set up strategic and audit committees
According to the relevant resolutions of the meeting, special committees for strategy, audit, provision, nomination and assessment shall be established. specialized
Name and assessment and other special committees. The members of the special committee are all composed of directors, including
The members are all composed of directors, among which the independent directors of the audit committee and the nomination and assessment committee shall account for more than half of the directors and act as the convener according to the current 1 board of directors and the nomination and assessment committee, more than half of the directors shall act as the convener according to the audit rules, and at least one independent director shall be perfect in the audit committee and the assessment committee
At least one independent director of the board of directors shall be an accounting professional. Work of the specialized committees
Professionals. The working rules of each special committee shall be formulated by the board of directors and adopted by the board of directors
It is formulated by the board of directors and implemented from the date of adoption of the resolution of the board of directors.
From the execution date.
Article 5 the board of directors shall exercise the following functions and powers:
(I) convene the general meeting of shareholders and report to the general meeting of shareholders
Reporting work;
Article 5 the board of directors shall exercise the following functions and powers: (II) implement the resolutions of the general meeting of shareholders;
(I) convene the general meeting of shareholders and decide the company's business plan and investors to the general meeting of shareholders (III)
Reporting work; Case;
(II) implement the resolutions of the general meeting of shareholders; (IV) formulate the company's annual financial budget plan
(III) decide on the company's business plan and the investor's final settlement plan;
Case; (V) formulate the company's profit distribution plan and compensation plan
(IV) formulate the company's annual financial budget plan and loss compensation plan;
Final settlement plan; (VI) formulate plans for the company to increase or decrease its registered capital
(V) formulate the company's profit distribution plan, capital loss, issuance of bonds or other securities and listing plan;
Loss covering scheme; (VII) to formulate major acquisitions and acquisitions of the company
(VI) formulate the company's plans to increase or decrease the registered capital stock or merger, division, dissolution and change
Issuance of bonds and listing plan of the company; Scheme in the form of company;
(VII) formulate the company's major acquisitions and acquisitions of the company (VIII) make decisions within the scope authorized by the general meeting of shareholders
Company stock, merger, division, dissolution or change of company's foreign investment, acquisition and sale of assets and assets
Scheme in the form of company; Mortgage, external guarantee, entrusted financial management, customs
(VIII) to consider joint venture transactions and other matters within the scope authorized by the general meeting of shareholders;
Approve the company's foreign investment, asset purchase or disposal, (IX) determine the establishment of the company's internal management organization; Conduct joint transactions in accordance with the current 2 asset mortgage, external guarantee, entrusted financial management, election of chairman and vice chairman, appointment rules, etc; Or dismiss the president of the company; According to the nomination of the chairman, improve
(IX) decide on the establishment of the company's internal management organization; Appoint or dismiss the Secretary of the board of directors; According to the president
(x) appoint or dismiss the president and directors of the company, and appoint or dismiss the vice president and Financial Secretary of the company
The Secretary of the board of directors, and decide on his remuneration, rewards and punishments; The person in charge of business and other senior managers, and decide their responsibilities
Appoint or dismiss the company's remuneration, rewards and punishments according to the nomination of the president;
(11) formulate the basic management system of the company;
And decide on their remuneration, rewards and punishments; （12） Formulate the amendment plan of the articles of Association;
（11） Formulate the basic management system of the company; （13） Manage the company's information disclosure;
（12） Formulate the amendment plan of the articles of Association; （14） Propose to the general meeting of shareholders for employment or replacement
（13） Manage the company's information disclosure; An accounting firm that audits the company;
（14） Propose to the general meeting of shareholders for appointment or dismissal (XV) listen to the work report of the president of the company and
Hire an accounting firm; Check the work of the president;
（15） Listen to the work report of the president of the company and (16) determine the total annual loan of the company; Decide
Check the work of the president; Determine the mortgage amount of the company's assets for financing; Decide
（16） Laws, regulations, normative documents and the total amount of annual guarantee for the company's loans held by it
The provisions of the articles of association and the generosity of shareholders;
Other functions and powers granted by the board of directors. （17） Draft the of each special committee of the board of directors
Establish a plan and determine its composition;
（18） Laws, administrative regulations and departmental rules
Or other powers conferred by the articles of association.
Unless otherwise stipulated by laws, administrative regulations and the articles of association
It is stipulated that the board of directors may delegate some of its functions and powers to the directors
Chairman, one or more other directors or president
Make.
The authorized contents of the board of directors shall be clear and specific
Body.
Article 11 hold regular meetings and temporary meetings of the board of directors
When meeting, the office of the board of directors shall convene the regular meeting and temporary meeting of the board of directors respectively in advance of Article 11
When the seal of the office of the board of directors is to be affixed on the 10th and 5th, the office of the board of directors shall advance the meeting respectively
The written notice of the meeting will be stamped with the seal of the office of the board of directors by direct delivery, transmission for 10 days and 3 days
The written notice of the meeting shall be sent to all directors and supervisors and the president and directors by e-mail, e-mail or fax according to the current 3 rules. If it is not delivered directly, it shall also be delivered through the directors and supervisors. perfect
Confirm by phone and make corresponding records. The situation is urgent and it is necessary to convene an interim meeting of the board of directors as soon as possible
In case of emergency, it is necessary to convene an interim meeting of the board of directors as soon as possible, it can be held by telephone or other means at any time
In case of a meeting, the meeting notice may be sent by telephone or other oral means at any time, but the convener shall
The meeting notice shall be given orally, but the convener shall make an explanation at the meeting.
When making an explanation at the meeting.
Article 12 the written notice of the meeting shall at least include:
Article 12 the written notice of the meeting shall at least include the following contents:
It includes the following contents: (I) time, date and place of the meeting;
(I) time and place of the meeting; (II) convening method of the meeting;
(II) convening method of the meeting; (III) duration of the meeting;
(III) matters to be considered (meeting proposal); (IV) the date of the notice;
(IV) convener and moderator of the meeting, and (V) matters to be considered at the interim meeting (meeting proposal);
The proposer of the proposal and his written proposal; (VI) the convener and moderator of the meeting and the meeting materials necessary for the voting of the interim meeting according to the current 3 (V) directors; The proposer of the proposal and his written proposal; (VI) the directors shall attend in person or entrust their (VII) directors to vote on the necessary meeting materials; perfect
He requests the director to attend the meeting on his behalf; (VIII) directors shall attend in person or entrust their
(VII) contact person and contact information. He requests the director to attend the meeting on his behalf;
The oral meeting notice shall at least include the contact person and contact information in (IX) above.
The contents of items (I) and (II) and the oral meeting notice shall at least include the above paragraph
Items (I) and (II) of the urgent need to convene an interim meeting of the board of directors as soon as possible, as well as the situation
Ming. It is urgent to hold an interim meeting of the board of directors as soon as possible
Ming.
Article 15 in principle, directors shall attend in person
Board meetings. Unable to attend the meeting for some reason,
The meeting materials shall be reviewed in advance to form a clear
Other directors shall be entrusted in writing to attend the meeting on their behalf. Article 15 in principle, directors shall attend in person
The power of attorney shall specify: the meeting of the board of directors. Unable to attend the meeting for some reason,
(I) the names of the trustor and the trustee; The meeting materials shall be reviewed in advance to form a clear
(II) brief comments of the client on each proposal; Other directors shall be entrusted in writing to attend the meeting on their behalf.
(III) the scope of authorization of the client and the power of attorney for the proposal form shall specify: according to the instructions of the current 5 decision intention; (I) the names of the trustor and the trustee; (IV) signature and date of the trustor and the trustee (II) brief comments of the trustor on each proposal; perfect
Wait. (III) scope of authorization and proposal form of the client
Instructions to entrust other directors to sign the letter of intent on behalf of the regular report;
In case of face-to-face confirmation, it shall be carried out in the power of attorney. (IV) signature and date of the principal and the agent
Special authorization. Wait.
The entrusted director shall submit a written to the chairman of the meeting, and the entrusted director shall submit a written to the chairman of the meeting
Power of attorney: the power of attorney shall be stated in the meeting attendance book, and the power of attorney shall be stated in the meeting attendance book
The situation of the seats. The situation of the seats.
Article 29 the Secretary of the board of directors shall arrange directors
The staff of the office of the board of directors make comments on the meetings of the board of directors
Good record. The minutes of the meeting shall include the following contents:
(I) session, time and place of the meeting
Mode;
(II) issuance of meeting notice; Article 29 the Secretary of the board of directors shall arrange directors
(III) convener and moderator of the meeting; The staff of the office of the board of directors make comments on the meetings of the board of directors
(IV) good records of directors' attendance in person and entrusted attendance. The minutes of the meeting shall include the following contents: according to the current 6 situation; (I) the date, place and convening rules of the meeting; (V) the proposal to be considered at the meeting and the name of each director; perfect
Key points and main opinions on relevant matters, and (II) names of directors present and entrusted by others
Voting intention of the proposal; Names of directors (agents) entrusted to attend the board of directors;
(VI) voting method and voting conclusion of each proposal (III) agenda of the meeting;
(IV) key points of directors' speech;
Number);
