Securities code: 688787 securities abbreviation: Beijing Haitian Ruisheng Science Technology Ltd(688787) Announcement No.: 2022-006
Beijing Haitian Ruisheng Science Technology Ltd(688787)
Announcement on Amending the articles of Association
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Beijing Haitian Ruisheng Science Technology Ltd(688787) (hereinafter referred to as the "company") on February 9, 2022
The fifth meeting of the second board of directors was held, and the proposal on Amending the articles of association was considered and adopted, which needs to be submitted to the general meeting of shareholders of the company for deliberation. In order to standardize the operation of the company and improve corporate governance, according to the revision of relevant laws and regulations and normative documents such as the guidelines for the articles of association of listed companies (revised in 2022), the rules for the general meeting of shareholders of listed companies (revised in 2022), and in combination with the actual situation of the company, it is proposed to revise some provisions of the company's articles of association. The specific amendments are as follows:
Serial number before revision after revision
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. one
The company provides necessary conditions for the activities of the party organization. (New)
Article 20 the company or its subsidiaries (including Article 21 the company or its subsidiaries, including the company's subsidiaries) shall not give gifts, advance funds or bear (including the company's subsidiaries) and shall not give gifts or advance 2
In the form of guarantee, compensation or loan, provide any assistance to those who buy or intend to buy shares of the company in the form of capital purchase, guarantee, compensation or loan. Provide any assistance to persons who intend to purchase shares in the company.
Article 23 under the following circumstances, the company may purchase the shares of the company in accordance with laws, administrative regulations, departmental rules and this chapter. However, except under any of the following circumstances:
3. Purchase the shares of the company in accordance with the provisions of Cheng: (I) reduce the registered capital of the company;
(I) reduce the registered capital of the company; (II) merge with other companies holding shares of the company (II) merge with other companies holding shares of the company;
Merger; (III) use shares for ESOP or (III) use shares for ESOP or equity incentive;
Equity incentive; (IV) the shareholders disagree with the company's resolution on merger and division made by the general meeting of shareholders; (IV) the shareholders disagree with the resolution on merger and division made by the general meeting of shareholders, require the company to purchase its shares, and require the company to purchase its shares;
shares; (V) use the shares to convert the shares issued by the listed company; (V) use the shares to convert the convertible corporate bonds issued by the listed company;
Corporate bonds convertible into shares; (VI) the listed company is necessary to maintain the company's value and share; (VI) the listed company is necessary to maintain the company's value and shareholders' rights and interests.
Necessary for East equity. Except for the above circumstances, the company will not buy or sell the shares of the company. Except for the above circumstances, the company will not buy or sell the shares of the company.
Activities of the company's shares.
Article 29 directors, supervisors and senior managers of the company Article 30 managers holding more than 5% of the shares of the company, shareholders holding more than 5% of the shares of the company, directors, supervisors and senior managers shall hold their shares, Sell the company's shares or other shares of the company or other equity securities with the nature of equity held by it within 6 months after buying, sell the securities within 6 months after buying, or buy again within 6 months after selling or selling, and buy again within 6 months after the gain, The income thus obtained belongs to the company, and the income belongs to the company. The board of directors of the company will recover all the income of the company, and the board of directors of the company will recover its income. Its income. However, the time limit of six months is not applicable to the securities companies that purchase the remaining stocks after the package sale and hold more than 5% of the shares after the sale, the securities companies that hold more than 5% of the shares after the sale, and the securities that are issued by the CSRC. Except for other circumstances specified.
The directors, supervisors, senior managers referred to in the preceding paragraph, the shares held by the directors, supervisors, senior managers and natural person shareholders referred to in the preceding paragraph or other shares held by natural person shareholders or other securities with equity rights, including the securities of their spouses, parents and children, including their spouses, parents Shares held by children and held in other people's accounts or shares held in other people's accounts or other securities with the nature of equity. Securities with equity nature.
If the board of directors of the company fails to implement the provisions of paragraph 1, the shareholders have the right to require the board of directors to implement it within 30 days. The shareholders have the right to require the board of directors to implement it within 30 days. If the board of directors of the company fails to execute within the above-mentioned period, or if the board of directors of the company fails to execute within the above-mentioned period, the shareholders
Have the right to directly file a lawsuit in the people's court in their own name for the interests of the company.
Bring a lawsuit in the people's court.
If the board of directors of the company fails to act in accordance with the provisions of paragraph 1, the responsible directors shall be jointly and severally liable according to law, and the responsible directors shall be jointly and severally liable according to law. Ren.
Article 37 the shareholders of the company shall undertake the following obligations Article 38 The shareholders of the company shall undertake the following obligations:
(I) abide by laws, administrative regulations and the articles of Association; (I) abide by laws, administrative regulations and the articles of Association; (II) pay the share capital according to the shares subscribed and the method of share purchase; (II) pay the share capital according to the shares subscribed and the method of share purchase; Pay the share capital;
(III) no withdrawal of shares except as provided by laws and regulations, (III) no withdrawal of shares except as provided by laws and regulations; Withdrawal of shares;
(IV) not abuse the rights of shareholders to damage the company or (IV) not abuse the rights of shareholders to damage the interests of the company or other shareholders; Shall not abuse the interests of the company's legal person or other shareholders; The independent status of the company's legal person and the limited liability of shareholders shall not be abused to damage the standing status of the company's creditors and the limited liability of shareholders to damage the company's creditors
The interests of; Interests;
If the shareholders of the company abuse the rights of shareholders and cause losses to the company or other shareholders specified in (V) laws, administrative regulations and the articles of association, they shall bear other obligations of compensation according to law.
Responsibility. Where a shareholder of a company abuses his rights and causes losses to the company or its shareholders by abusing the independent status of the company's legal person and other shareholders, he shall be liable for compensation according to law, the shareholders shall have limited liability, evade debts and seriously damage the company's responsibilities.
Where creditors have interests, they shall be jointly and severally liable for the debts of the company, and the shareholders of the company shall be liable for abusing the independent status of the company's legal person and shares. (V) where the company's creditor's rights are seriously damaged due to the evasion of the company's debts, the company shall bear joint and several liabilities for the company's debts in accordance with laws, administrative regulations and the articles of association. Other obligations that should be undertaken.
Article 41 the following external guarantee banks of the company Article 42 the following external guarantee acts of the company shall be deliberated and approved by the general meeting of shareholders:
six
(I) the total amount of external guarantees of the company and its holding subsidiaries (I) the total amount of external guarantees of the company and its holding subsidiaries reaches or exceeds the total amount of external guarantees audited in the latest period and exceeds the net assets audited in the latest period
Any guarantee provided after 50% of the net assets; Any guarantee provided after 50% of the property;
(II) any guarantee provided after the total amount of external guarantee of the company reaches or (II) the total amount of external guarantee of the company exceeds 30% of the total assets audited in the latest period and 30% of the total assets audited in the next period; Guarantee;
(III) guarantee for asset liability ratio exceeding 70% (III) the guarantee amount of the company within one year exceeds the guarantee provided by the public object; Guarantee of 30% of the latest audited total assets of the company;
(IV) if the amount of a single guarantee exceeds that of the latest period (IV), it is a guarantee with an asset liability ratio of more than 70% and a guarantee of 10% of the net assets; The guarantee provided by the object;
(V) the amount of single guarantee for shareholders, actual controllers and their affiliates exceeds the guarantee provided by the auditee in the latest period; Guarantee of 10% of net assets;
(VI) according to the principle of cumulative calculation of the guarantee amount to shareholders, actual controllers and their related parties within 12 consecutive months (VI), it exceeds the guarantee provided by the company in the latest audit;
Guarantee for 30% of total assets; (VII) other guarantees provided by Shanghai Stock Exchange or the articles of Association for 12 consecutive months according to the guarantee amount.
The cumulative calculation principle exceeds 50% of the net assets of the company in the latest audited period, and the absolute amount exceeds 30 million Yuan approved by the general meeting of shareholders and the board of directors. The authority and procedures of external guarantee shall be investigated for responsibility according to law (Ⅷ) any person specified in Shanghai Stock Exchange or the articles of association.
Other guarantees.
Article 48 shareholders who individually or jointly hold more than 10% of the company's shares shall have the right to request the board of directors. Shareholders who individually or jointly hold more than 10% of the company's shares shall have the right to request the board of directors to convene an extraordinary general meeting of shareholders, which shall be held in writing, and shall be submitted to the directors and the board of directors in writing. The board of directors shall propose in accordance with laws and regulations. The board of directors shall, in accordance with the provisions of laws, administrative regulations, administrative regulations and the articles of association, submit a proposal within 10 days after receiving the request and the provisions of the articles of association
Put forward the written feedback of agreeing or not agreeing to convene the extraordinary general meeting of shareholders within days. Feedback.
If the board of directors agrees to convene an extraordinary general meeting of shareholders, if the board of directors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within 5 days after the resolution of the board of directors is made, and the notice shall be issued within 5 days after the resolution of the board of directors
