Securities code: 000920 securities abbreviation: Vontron Technology Co.Ltd(000920) Announcement No.: 2022-006 bond Code: 112538 bond abbreviation: 17 Huitong 01
Bond Code: 112698 bond abbreviation: 18 Nanfang 01
Vontron Technology Co.Ltd(000920)
Announcement on Amending the articles of Association
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.
Vontron Technology Co.Ltd(000920) (hereinafter referred to as “the company”) held the 33rd meeting of the sixth board of directors on February 8, 2022 and considered and adopted the proposal on Amending the articles of association. The specific amendments are as follows:
Before and after revision
Article 12 the company shall, in accordance with Article 12 of the chapter of the Communist Party of China and the regulations of the articles of association of the Communist Party of China The rules and regulations such as the working rules of the grass-roots organizations of state-owned enterprises of the Communist Party of China, the establishment of Party organizations and working mechanisms in the company (for Trial Implementation), and the opinions on the improvement of the corporate governance structure, the allocation of party affairs staff, the establishment of Party Organizations and the strengthening of the party’s leadership in human management of central enterprises are incorporated into the company’s management organization and staffing, The party organization work department establishes the party organization, establishes the party work organization, and allocates the party funds into the company’s budget and disburses them from the company’s management fees. For public servants, the party organization structure and staffing are included in the division. The Party committee plays the role of leadership core and political core, and brings the management structure and staffing of the company and the funds for the work of Party organizations into the public direction, managing the overall situation and ensuring the implementation. The employees of the company shall organize the budget of the company according to law and disburse it from the management fee of the company. The Party committee of the company shall give full play to the meeting, carry out trade union activities and safeguard the legitimate rights and interests of employees. As the core of public leadership and the core of politics, we should set the direction, manage the overall situation and the Department, and provide necessary provisions for the activities of Party organizations and trade unions to promote their implementation. The employees of the company shall organize the labor union according to law and carry out labor union live parts. To safeguard the legitimate rights and interests of employees. The company shall provide necessary conditions for party organization activities and trade union activities.
Article 41 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） Determine the company’s business policy and investment plan; （1） Determine the company’s business policy and investment plan;
（2） Election and replacement of directors not held by employee representatives (2) election and replacement of directors not held by employee representatives
To decide on the remuneration of directors and supervisors; To decide on the remuneration of directors and supervisors; （3） Review and approve the report of the board of directors; （3） The report approved by 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 plan; (5) review and approve the company’s annual financial budget plan and final settlement plan; Final settlement plan;
（6） Review and approve the company’s profit distribution plan and loss recovery plan (6) review and approve the company’s profit distribution plan and loss recovery plan; Loss plan;
（7） Make resolutions on the increase or decrease of the company’s registered capital (7) make resolutions on the increase or decrease of the company’s registered capital; Discussion;
（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 company form of the company; Make a resolution on changing the form of the company;
（10） Amend the articles of Association; （10） Amend the articles of Association;
（11） (11) make resolutions on the employment or dismissal of accounting firms by the company; Make resolutions;
（12） Deliberating and approving the Guarantees specified in Article 42 (12) deliberating and approving the Guarantees specified in Article 42; Item;
（13） Review the purchase and sale of major assets by the company within one year (XIII) review the purchase and sale of major assets by the company within one year that exceed 30% of the company’s latest audited total assets and assets that exceed 30% of the company’s latest audited total assets; Item;
（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; （15） Review the equity incentive plan; （15） Review the equity incentive plan and employee stock ownership plan (XVI) adjust the company’s profit distribution policy; Draw;
（17） Review laws, administrative regulations, departmental rules or (XVI) review other matters that shall be decided by the general meeting of shareholders according to laws, administrative regulations, departmental rules or the articles of association. Other matters that shall be decided by the general meeting of shareholders in accordance with the articles of association.
Article 42 the following external guarantees of the company shall be reviewed and approved by the general meeting of shareholders:
(I) the external guarantee of the company and its holding subsidiaries (I) any guarantee provided after the total external guarantee of the company and its holding subsidiaries reaches or exceeds the total guarantee of the latest audited net assets and exceeds 50% of the latest audited net assets; Any guarantee provided after;
(II) the total amount of external guarantee of the company reaches or exceeds (II) the total amount of external guarantee of the company exceeds 30% of the total assets audited in the latest period, and any guarantee provided after 30% of the total assets audited in the latest period; Guarantee; (III) the amount guaranteed by the company within one year exceeds the maximum amount of the company. (III) it is a guarantee of 30% of the total audited assets of the guarantee object with an asset liability ratio of more than 70%;
The guarantee provided; (IV) guarantee objects with asset liability ratio of more than 70% (IV) guarantee provided by single guarantee amount exceeding the latest audited net amount;
Guarantee for 10% of assets; (V) the amount of a single guarantee exceeds 10% of the latest audited net assets to shareholders, actual controllers and their related parties;
Guarantee for.
(VI) guarantees provided to shareholders, actual controllers and their related parties.
Article 56 the notice of the general meeting of shareholders shall include the following contents:
Contents: (I) time, place and duration of the meeting; (I) time, place and duration of the meeting; (II) matters and proposals submitted to the meeting for deliberation;
(II) matters and proposals submitted to the meeting for deliberation; (III) explanation in obvious words: all shareholders (including preferred shareholders whose voting rights have been restored) have the right to attend the general meeting of shareholders, and can entrust agents to attend the meeting in writing, and can entrust agents to attend the meeting, attend the meeting and vote in writing, The shareholder’s agent does not need to be the decision of the company, and the shareholder’s agent does not need to be the shareholder of the company;
shareholder; (IV) equity registration of shareholders entitled to attend the general meeting of shareholders (IV) equity registration date of shareholders entitled to attend the general meeting of shareholders;
Day; (V) name and telephone number of permanent contact person for conference affairs; (V) name and telephone number of permanent contact person for conference affairs. (VI) voting time and procedures by network or other means.
Article 78 the following matters shall be decided by the general meeting of shareholders in a special way Article 78 the following matters shall be decided by the general meeting of shareholders in a special way
The resolution passed:
The resolution passed:
(I) the company increases or decreases its registered capital;
(I) the company increases or decreases its registered capital;
(II) division, separation, merger and dissolution of the company and (II) division, merger, dissolution and liquidation of the company;
Liquidation;
(III) amendment of the articles of Association;
(III) amendment of the articles of Association;
(IV) the company purchases and sells major assets within one year
(IV) the company purchases or sells major assets within one year, or the amount of guarantee exceeds the company’s latest audited total assets
Or the guarantee amount exceeds 30% of the company’s latest audited total assets;
30% of;
(V) equity incentive plan;
(V) equity incentive plan;
(VI) as stipulated by laws, administrative regulations or the articles of association,
(VI) the provisions of laws, administrative regulations or the articles of association, as well as the ordinary resolution of the general meeting of shareholders, will have a significant impact on the company
And other matters that the general meeting of shareholders determines by ordinary resolution will have a significant impact on the company and need to be passed by special resolution.
Other matters that have great influence and need to be adopted by special resolution.
Article 79 shareholders (including shareholders’ agents) shall exercise their voting rights with the number of voting shares they represent, and each shareholder (including shareholders’ agents) shall exercise their voting rights with the number of voting shares they represent
One share has one vote. One share has one vote.
When the general meeting of shareholders deliberates on major matters affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors shall be counted separately. In case of a single event, the votes of small and medium-sized investors shall be counted separately. single
