Sansheng Intellectual Education Technology Co.Ltd(300282)
Comparison table for revision of corporate governance related systems
According to the company law of the people's Republic of China, the securities law of the people's Republic of China and Shenzhen Securities
Rules for the listing of stocks on the growth enterprise market of the Shenzhen Stock Exchange, No. 2 of the guidelines for the self-discipline supervision of listed companies of the Shenzhen Stock Exchange
No. - standardized operation of GEM listed companies and other relevant laws and regulations, combined with the actual situation, Sansheng wisdom education
Technology Co., Ltd. held the sixth meeting and the fifth meeting of the Fifth Board of directors on April 25, 2022
The fourth meeting of the board of supervisors discussed the rules of procedure of the board of directors, the rules of procedure of the board of supervisors and the general meeting of shareholders
Rules of procedure, working system of independent directors, working rules of audit committee, insider information
Lover registration management system, internal reporting system of major information, directors, supervisors and senior managers
Management system for the shares held by the company and their changes, management system for external guarantees, management system for raised funds
And use system and investor relations management measures have been revised.
The revised terms and specific contents are as follows:
1、 Rules of procedure of the board of directors
Serial number clause before and after revision
Article 3 the directors of the company are natural persons. Under any of the following circumstances, the directors of the company are natural persons. Under any of the following circumstances, they cannot serve as directors of the company: they cannot serve as directors of the company:
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(VI) being banned from entering the securities market by the CSRC; (VI) being banned from entering the securities market by the CSRC before the expiration of the time limit; Measures, and the time limit is not expired;
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Article 14 the board of directors shall exercise the following functions and powers: the board of directors shall exercise the following functions and powers:
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(VIII) within the scope of authorization of the general meeting of shareholders, decide the company (VIII) within the scope of authorization of the general meeting of shareholders, decide the company's external investment, acquisition and sale of assets, asset mortgage, company's external investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, related party transactions and other external guarantee matters, entrusted financial management, related party transactions and other matters; External donations and other matters;
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Article 19 executive body of the board of directors executive body of the board of directors
General manager general manager
1. The company has a general manager, who is appointed or appointed by the board of directors The company has a general manager, who is nominated by the chairman and dismissed by the. The general manager shall be responsible for the appointment or dismissal of the board of directors, except that it shall be decided by the board of directors. The general manager shall be responsible for the daily operation and management of other companies. The general manager shall be responsible for the daily operation and management of other companies decided by the board of directors and implement the resolutions of the board of directors. The general manager is responsible to the board of directors and executes the decisions of the board of directors
Discussion.
Article 34
Article the interim meeting of the board of directors can be held by means of communication and make resolutions on the premise that the directors can fully express their opinions and reach their opinions by means of communication. Conduct and make resolutions. If the meeting is held by means of communication, the whole process can be recorded as needed.
Note: the above "..." As stipulated in the original system, the disclosure is omitted without amendment.
2、 Rules of procedure of the board of supervisors
Serial number clause before and after revision
Article 6 under any of the following circumstances, a person cannot serve as a supervisor of the company. Under any of the following circumstances, a person cannot serve as a supervisor of the company:
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(VI) being banned from entering the securities market by the CSRC; (VI) being banned from entering the securities market by the CSRC before the expiration of the time limit; Measures, and the time limit is not expired;
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Article 10 the supervisor shall ensure that the information disclosed by the company is true, and the quasi supervisor shall ensure that the information disclosed by the company is true, accurate and complete. Be accurate and complete, and sign written confirmation opinions on the periodic report.
Article 16 the board of supervisors shall exercise the following functions and powers: the board of supervisors shall exercise the following functions and powers:
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(VII) file a lawsuit against directors and senior managers in accordance with Article 152 (VII) of the company law and the provisions of the company law;
Litigation
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Above note: As stipulated in the original system, the disclosure is omitted without amendment.
3、 Rules of procedure of the general meeting of shareholders
Serial number clause before and after revision
Article 12
Within 5 days after the original shareholders' meeting is approved to be held, the notice of the board of directors will be given within 5 days after the original shareholders' meeting is approved to be held, The consent of the board of supervisors shall be obtained. The consent of the board of supervisors shall be obtained.
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Article 14 If the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own, they shall notify the board of directors in writing. If the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own, they shall notify the board of directors in writing. At the same time, they shall submit the securities to the local dispatched office of the CSRC and the securities exchange for the record.
Filing office. Before the announcement of the resolution of the general meeting of shareholders, the convening shareholders shall hold shares. Before the announcement of the resolution of the general meeting of shareholders, the proportion of shares held by the convening shareholders shall not be less than 10%.
The proportion shall not be less than 10%. The board of supervisors or convening shareholders shall issue a general meeting of shareholders
The board of supervisors and convening shareholders shall submit relevant supporting materials to the stock exchange when issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders, and when announcing the notice of securities trading and the resolution of the general meeting of shareholders.
Local offices of CSRC and securities trading
Relevant supporting materials submitted.
Article 15 for the shareholders' meeting convened by the board of supervisors or shareholders, the board of directors and the Secretary of the board of directors will cooperate with the shareholders' meeting convened by the board of supervisors or shareholders. The board of directors, the board of directors and the Secretary of the board of directors will cooperate. The board of directors shall provide the register of shareholders on the date of equity registration. The board will provide the register of shareholders on the equity registration date. If the board of directors fails to provide the register of shareholders, the convener may apply to the securities registration and clearing institution for obtaining the register of shareholders. If the board of directors fails to provide the register of shareholders, the convener may hold the relevant announcement of the notice of convening the general meeting of shareholders and the relevant announcement of the notice of convening the general meeting of shareholders. The registration and settlement institution obtained by the convener applies for it. The register of shareholders obtained by the convener shall not be used for any purpose other than convening a general meeting of shareholders. For other purposes.
Article 20 the notice of the general meeting of shareholders shall include the following contents: the notice of the general meeting of shareholders shall include the following contents:
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(VI) voting time and procedures by network or other means.
The notice of the general meeting of shareholders and the supplementary notice shall fully and completely disclose the specific contents of all proposals, as well as all materials or explanations required to enable the shareholders to make a reasonable judgment on the matters to be discussed. If the matters to be discussed need the opinions of independent directors, the opinions and reasons of independent directors shall be disclosed at the same time when the notice or supplementary notice of the general meeting of shareholders is issued.
The starting time of online or other voting of the general meeting of shareholders shall not be earlier than 3:00 p.m. on the day before the on-site general meeting of shareholders, and not later than 9:30 a.m. on the day of the on-site general meeting of shareholders, The closing time shall not be earlier than 3:00 pm on the day when the on-site shareholders' meeting ends.
Article 23 after the notice of the general meeting of shareholders is given, the general meeting of shareholders shall not be postponed or cancelled without justified reasons, and the general meeting of shareholders shall not be postponed or cancelled without the notice of the general meeting of shareholders,
