Securities code: 300078 securities abbreviation: Hangzhou Century Co.Ltd(300078) Announcement No.: 2022-010 bond Code: 123096 bond abbreviation: Sichuang convertible bond
Hangzhou Century Co.Ltd(300078)
Announcement on Amending the articles of association and relevant systems
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Hangzhou Century Co.Ltd(300078) (hereinafter referred to as "the company") held the seventh meeting of the Fifth Board of directors on January 27, 2022, and deliberated and adopted the proposal on Amending the articles of association and the proposal on Amending and formulating relevant systems one by one. The amended articles of association and specific amendments are hereby announced as follows: I. reasons and basis for amendment
In order to further improve the standard operation level and improve the corporate governance structure, In accordance with the latest provisions of relevant laws, regulations and normative documents such as the company law of the people's Republic of China, the securities law of the people's Republic of China, the guidelines for the articles of association of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, Combined with the actual situation of the company, this paper systematically combs and modifies the articles of association and relevant systems.
2、 Amendments to the articles of Association
The articles of association are amended as follows:
Before and after modification
Article 2 the company is a joint stock limited company established in accordance with the company law and other provisions. The company is a joint stock limited company established in accordance with the company law and other relevant provisions on the basis of the joint stock limited company established on the basis of the original Hangzhou zhongruisichuang Technology Co., Ltd. (hereinafter referred to as "the company") "Company" or "the company"); Company (hereinafter referred to as "the company" or "the company"); Registered with Zhejiang market supervision administration, registered with Zhejiang Administration for Industry and Commerce and obtained a business license. The unified social credit code is: business license, and the unified social credit code is 91330000754441902g. 91330000754441902G。
Article 12 the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Article 13 plastic products, electronic products and hardware Article 14 after being registered according to law, the company's business scope is the manufacture of products (operating with a license). Internet of things: technology development, technology application and promotion services of plastic products, electronic products and hardware products, and information manufacturing (operated with license). Internet of things technology development and integration, plastic products, electronic products, hardware production and development, technology application and promotion services, information system integration, product development and sales, goods import and export, commercial, plastic products, electronic products, hardware product development, catering, service special equipment, social and public security equipment and sales, goods import and export, commerce, catering Clothing and equipment manufacturing, house and equipment leasing, medical special equipment, social and public safety equipment and equipment, medical technology, computer software and hardware technology development and technology manufacturing, house and equipment leasing, medical technology, technical consulting, technical services, laundry services, textile products, computer software and hardware technology development, technical consulting, medical devices, daily necessities Sales of disinfection products (excluding technical services, laundry services, textiles, medical devices and drugs). (for items subject to approval according to law, business activities can be carried out only after the approval of relevant departments for equipment, daily necessities and disinfection supplies (excluding drugs). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Article 23 under the following circumstances, the company may not purchase its own shares in accordance with Article 24. In accordance with laws, administrative regulations, departmental rules and the articles of association, except under any of the following circumstances:
To acquire the shares of the company: (1) reduce the registered capital of the company;
（1） Reduce the registered capital of the company; （2） Merge with other companies holding the company's shares (2) merge with other companies holding the company's shares;
And; （3） (3) use the shares for the employee stock ownership plan or share (3) use the shares for the employee stock ownership plan or equity incentive;
Right incentive; （4） (4) the shareholders disagree with the company's merger and division resolution made at the general meeting of shareholders and require the company to acquire its shares
Dissenting from the resolution of merger and division and requiring the company to purchase its shares;
Of shares; (V) converting shares into convertible bonds issued by the company (V) converting shares into convertible bonds issued by the company;
Corporate bonds converted into shares; (VI) the company is necessary to maintain the company's value and shareholders' equity (VI) the listed company is necessary to maintain the company's value and shareholders' equity. Required for equity. Except for the above circumstances, the company will not buy or sell its shares. Article 24 the company may purchase its own shares. Article 25 the company may purchase its own shares in one of the following ways: choose one of the following ways:
（1） Centralized bidding trading mode of stock exchange; （1） Centralized bidding trading mode of stock exchange; （2） Method of offer; （2） Method of offer;
（3） Other methods approved by the CSRC. （3） Laws, administrative regulations and other methods approved by the CSRC for the company's reasons in Item (III) of Article 23 of the articles of association. The acquisition of the company's shares for the reasons of items (V) and (VI) of Article 24 (III) and (VI) of the articles of association shall be carried out through the acquisition of the company's shares for the reasons of items (V) and (VI) of public centralized transactions. The of the company's shares shall be conducted through public centralized trading.
Article 25 Where the company purchases its shares for the reasons of items (1) and (2) of Article 23 and Article 26 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders. If the company shares due to, it shall be subject to the resolution of the general meeting of shareholders. If the company purchases the shares of the company for the reasons of item (III), item (V) and item (VI) of Article 23 and item (III), item (V) and item (VI) of Article 24 of the articles of association, in accordance with the provisions of the articles of Association or the of the general meeting of shareholders, or in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders, The authorization of the board of directors attended by more than two-thirds of the directors shall be implemented after the resolution of the board meeting attended by more than two-thirds of the directors. It shall be implemented after the resolution of the board meeting.
After the company purchases the company's shares in accordance with Article 23, if the company purchases the company's shares in accordance with Article 24, it shall be cancelled within 10 days from the date of acquisition if it belongs to item (1); (II) cancellation within 10 days from the date of acquisition; In the case of items (2) and (4), it shall be transferred or cancelled within 6 months; in the case of items (4), it shall be transferred or cancelled within 6 months; It belongs to the transfer or cancellation of items (III) and (V); In the case of items (III), (V) and (VI), and in the case of items (VI) and (VI) jointly held by the company, the total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and 10% of the total issued shares of the company shall be issued within three years, And shall be transferred or cancelled within three years. Transfer or cancellation within.
Article 29 directors, supervisors and senior managers of the company Article 30 directors, supervisors and senior managers of the company, shareholders holding more than 5% of the shares of the company, and employees and shareholders holding more than 5% of the shares of the company shall sell their shares of the company or other shares within 6 months after buying them, Or buy again within 6 months after the sale, and sell equity securities within 6 months after the purchase. The proceeds from this shall be owned by the company. The directors of the company or buy again within 6 months after the sale, and the board of directors shall recover the proceeds. However, the income from the securities company belongs to the company, and the director of the company will recover the income if he holds 5% of the remaining after-sales shares due to underwriting. However, if a securities company has more than shares, the sale of such shares is not subject to the restriction of holding more than 5% of the remaining after-sales shares purchased due to exclusive underwriting within 6 months. Except for other circumstances, if the board of directors of the company fails to comply with the provisions of the preceding paragraph as stipulated by the CSRC. East has the right to require the board of directors to implement within 30 days. If the directors, supervisors, senior managers and the board of directors mentioned in the preceding paragraph of the company fail to implement within the above-mentioned time limit, the shareholders are natural persons, the shares held by shareholders or other securities with the nature of direct equity in their own name for the benefit of the company, including their spouses, parents, and then bring a lawsuit to the people's court. The board of directors of the company does not execute votes or other securities of equity nature in accordance with the provisions of paragraph 1 for shares held by children and held in other people's accounts. The responsible directors shall be jointly and severally liable according to law. The board of directors of the company does not hold office in accordance with the provisions of paragraph 1 of this article. If yes, the shareholders have the right to require the board of directors within 30 days
Execution. If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people's court in their own name for the benefit of the company.
If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, the responsible directors shall bear joint and several liabilities according to law.
Article 40 the general meeting of shareholders is the power organ of the company. Article 41 the general meeting of shareholders is the power organ of the company and exercises the following functions and powers according to law:
（1） Decide on the company's business policy and investment plan; （1） Decide on the company's business policy and investment plan; （2） Election and replacement of directors and supervisors not held by employee representatives (2) election and replacement of directors and supervisors not held by employee representatives, decision on the reporting of relevant directors and supervisors to directors and supervisors, and decision on the remuneration of relevant directors and supervisors; Remuneration matters;
（3） Review and approve the report of the board of directors; （3） Review and approve the report of the board of directors;
（4） Review and approve the report of the board of supervisors; （4） Review and approve the report of the board of supervisors;
（5） Review and approve the company's annual financial budget (5) review and approve the company's annual financial budget plan and final settlement plan; Project and final settlement plan;
（6） Review and approve the company's profit distribution plan and (6) review and approve the company's profit distribution plan and loss recovery plan; Loss recovery plan;
（7） (7) to make resolutions on the increase or decrease of the company's registered capital; Issue resolutions;
（8） Make resolutions on the issuance of corporate bonds; （8） Make resolutions on the issuance of corporate bonds;
（9） Make resolutions on the merger, division, dissolution and liquidation of the company or (9) make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company; To make a resolution on changing the form of the company;
（10） Amend the articles of Association; （10） Amend the articles of Association;
（11） (11) to make resolutions on the employment and dismissal of accounting firms by the company; Make resolutions;
（12） (12) to examine and approve the Guarantees specified in Article 41; and (12) to examine and approve the Guarantees specified in Article 42; Insurance matters;
（13） Review the purchase and sale of major assets by the company within one year (13) review the matters that the purchase and sale of major assets by the company within one year exceeds the latest audited total assets of the company and the major assets exceed 30% of the latest audited total assets of the company; 30% of production;
（14） Review and approve the change of the purpose of the raised funds (14) review and approve the change of the purpose of the raised funds
