Shenzhen Jianyi Decoration Group Co.Ltd(002789)
Comparison table of amendments to the articles of Association
In accordance with the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange, the guidelines for the articles of association of listed companies (revised in 2022) and other laws and regulations, normative documents and relevant provisions of the articles of association, and in combination with the actual development of the company, the company plans to amend the corresponding provisions of the articles of association, as follows:
No. contents of the original articles of association and revised articles of Association
Article 8 the chairman is the legal representative of the company. Article 8 the general manager is the legal representative of the company
People. Watch people.
2 no article 12 the company shall be established in accordance with the provisions of the Communist Party of China
According to the provisions of the constitution, the Communist Party of China shall be established to organize and carry out
Party activities. The company provides support for the activities of the party organization
necessary condition.
Article 13 after being registered according to law, the company shall be registered according to law. Article 14 after being registered according to law, the company shall be registered according to law
Business scope includes: indoor and outdoor decoration engineering design and construction. Business scope includes: indoor and outdoor decoration engineering design
Workers; Design and construction of building curtain wall engineering; Intellectualization and construction; Design and construction of building curtain wall engineering;
Construction works; Construction of electromechanical installation works; Intelligent engineering construction of anti-corrosion protection; Construction of electromechanical installation works; Warm engineering construction; Steel structure engineering construction; Construction of anti-corrosion and thermal insulation works of building materials; Steel structure engineering construction; Purchase and sale of materials, lamps, sanitary ware and furniture; Garden building materials, lamps, sanitary ware and furniture
Forest technology development; Landscape design and landscaping (by purchase and sale); landscape technology development; landscape design and landscaping
Qualification certificate (operation); Rental of self owned houses; Metal forest Greening (operated with qualification certificate); Own house
Material sales; Metal ore sales; Non metallic minerals and leasing; Sales of metal materials; Metal ore sales; Product sales; General cargo warehousing services (excluding sales of dangerous non-metallic minerals and products; general cargo warehousing)
Chemicals and other items requiring approval); Metal structure services (excluding hazardous chemicals, etc.) need to be approved
sale; Timber sales; Wholesale of auto parts; Project of the machine); Metal structure sales; Timber sales; Sales of machinery and equipment; Wholesale of hardware products; Wholesale of daily necessities and auto parts; Sales of mechanical equipment; five
sale; Paint sales (excluding hazardous chemicals); Wholesale of casting gold products; Sales of daily necessities; Paint pin
Sales of modeling materials for manufacturing; Kitchenware, sanitary ware and miscellaneous daily use (excluding hazardous chemicals); Molding material for casting
Wholesale of products; Sales of knitwear and textiles; Sales of doors and windows; Water material sales; Wholesale of kitchenware, sanitary ware and daily sundries;
Sales of mud products; Manufacturing of cement products; Sales of household appliances, needles and textiles; Sales of doors and windows; Cement products
sale; Sales of communication equipment; Supply chain service management; sale; Manufacturing of cement products; Sales of household appliances; Information consulting services (excluding licensed information consulting services); sales of communication equipment; supply chain management services; information
Service); Socio economic advisory services; Financing advisory services; Information consulting services (excluding licensing information consulting services)
Bill information consulting service; Wire and cable business; Service); Socio economic advisory services; Financing consulting service
Sales of synthetic materials; Sales of building blocks; Building defense; Bill information consulting service; Wires and cables
Sales of water coiled material products; Sales of reinforcement products for construction; management; Sales of synthetic materials; Sales of building blocks; Sales of building ceramic products; Sales of construction engineering machinery and building waterproof coiled material products; Building reinforcement
Sale; Sales of metal accessories for construction; Floor sales; Product sales; Sales of building ceramic products; Architecture
Brick and tile sales; Sales of asbestos products; Sales of construction machinery made of asbestos cement; Sales of metal accessories for construction; Lime and gypsum sales; Refractory sales; Floor sales; Brick and tile sales; Sale of asbestos products; Sales of eco-environmental materials; Sales of electrical equipment; sale; Sales of asbestos cement products; Lime and stone household goods sales; Retail of household appliances; Sales of daily necessities; Refractory sales; Wholesale of eco-environmental materials; Sales of daily necessities; China trade agency; Transfer sales; Sales of electrical equipment; Sales of household goods and terminal equipment; Furniture spare parts sales; 5. Sales; Retail of household appliances; Wholesale of daily necessities; Retail of Japanese gold products; Sales of forestry products; Sales of motor vehicle filling supplies; China trade agency; Mobile terminal electricity sales; Charging pile sales; Sales of electric accessory equipment of new energy vehicles; Furniture spare parts sales; Sales of hardware products; Sales of hydraulic power machinery and components; Retail of garden products; Sales of forestry products; Sales of motor vehicle charging products; Non ferrous alloy sales; Casting sales; Charging pile sales; Sales of electric accessory machinery of new energy vehicles. (except for the items subject to approval according to law, sales of parts; sales of hydraulic power machinery and components; independent business activities according to law with business license) sales of horticultural products; Non ferrous alloy sales; Casting machinery sales; Engineering management services; Engineering technical services (except planning management, survey, design and supervision). (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
Article 23 under the following circumstances, Article 24 the company may not purchase the shares of the company in accordance with laws, administrative regulations, departmental rules and regulations.
However, under any of the following circumstances, in addition to the provisions of the articles of association, the shares of the company shall be purchased:
(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) and other companies holding shares of the company; Merger of the company;
(III) use the shares for the employee stock ownership plan or (III) use the shares for the equity incentive of the employee stock ownership planner; Or equity incentive;
(IV) the shareholders hold objections to the resolutions on the merger and division of the company made by the general meeting of shareholders (IV) the shareholders hold objections to the resolutions on the merger and division of the company made by the general meeting of shareholders, and require the company to purchase its shares; The company acquires its shares;
(V) use the shares to convert the listed company to issue (V) use the shares to convert the corporate bonds convertible into shares issued by the company; Corporate bonds convertible into shares;
(VI) it is necessary for the listed company to maintain the value of the company and (VI) it is necessary for the company to maintain the value of the company and the rights and interests of shareholders. Necessary for East equity.
Except for the above circumstances, the company shall not acquire the company
Company shares.
Article 24 a company may purchase its own shares by means of public centralized trading, or by shares, or by means of public centralized trading, in accordance with laws and regulations and other parties recognized by the CSRC, or by laws, administrative laws and regulations and the recognition of the CSRC. It can be done in other ways.
If the company purchases its shares under the circumstances specified in Article 23, paragraph 1, and Article 24, paragraph 1, items (III), (V) and (VI), the company shall purchase its shares through the circumstances specified in item. If the company purchases its shares, it shall be conducted in a public centralized transaction. When conducted through open centralized trading.
Article 25 If the company purchases its shares under the circumstances specified in Article 23, paragraph 1 (I) and (II), Article 23, paragraph 1 (I) and Article 14, paragraph 1 (II) of the articles of association, it shall purchase its shares under the circumstances specified in the shares, and the resolution of the general meeting shall be adopted; The company shall be resolved by the general meeting of shareholders due to Article 23 of the articles of Association; If the company purchases the shares of the company due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 and (III) and (V) of paragraph 1 of Article 24 of the articles of association, it can purchase the shares of the company in accordance with the provisions of the articles of association or the authorized shares of the general meeting of shareholders in accordance with the provisions of the articles of association, With the authorization of the general meeting of shareholders attended by more than two-thirds (2 / 3) of the directors and the resolution of the meeting of two-thirds (2 / 3) of the board of directors. Resolutions of the board meeting attended by the above directors.
After the company purchases the shares of the company in accordance with paragraph 1 of Article 23 of the articles of association, if the company purchases the shares of the company in accordance with paragraph 1 of Article 24 of the articles of association, if it belongs to paragraph (I), it shall be cancelled within ten (10) (I) days from the date of acquisition; Cancellation within ten (10) days for items (II) and (IV); In case of items (II) and (IV), it shall be transferred within six (6) months or cancelled within six (6) months; It belongs to items (III) and (V) and is transferred or cancelled within months; In the case of items (III) and (VI), the total number of shares held by the company shall not exceed the issued shares of the company, and the total number of shares held by the company shall not exceed ten percent (10%) of the total, And shall transfer or cancel within three (3) ten percent of the total issued shares of the company. (10%) and shall be transferred or cancelled within three (3) years.
Article 29 directors, supervisors and senior managers of the company Article 30 the company's managers holding more than 5%, shareholders holding more than 5% of the company's shares, directors, supervisors and senior managers (more than 5%) shall transfer the managers of the company they hold, Sell the company's shares or stocks held by them within six (6) months after purchase, or buy other securities with equity nature within six (6) months after purchase and six (6) months after sale, so as to sell them within six (6) months, or the proceeds obtained six (6) months after sale will belong to the company, and the board of directors of the company will buy them again within six months, The income thus obtained belongs to the company to recover its income. However, since the securities company is owned by the outsourcing company, the board of directors of the company will recover its income from the sale and purchase of the remaining after-sales shares and hold 5% of the income. However, if a securities company purchases more than 5% of the shares for sale due to underwriting, the sale of the shares is not subject to the time limit of holding five percent (5%) of the remaining shares after six months. The board of directors of the company does not implement the provisions of the preceding paragraph in accordance with the provisions of the CSRC, except for other circumstances.
The shareholders have the right to require the board of directors to execute within thirty (30) days of the directors, supervisors and supervisors referred to in paragraph 1 of this article. If the board of directors of the company fails to execute the shares held by the first-class managers and natural person shareholders within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people's court in their own or other equity securities, including their own names, for the benefit of the company. Shares held by their spouses, parents and children or by using the account held by the board of directors of other companies not in accordance with the provisions of paragraph 1, or other securities with equity, and the directors responsible shall bear joint and several liability in accordance with the law.
Ren. The board of directors of the company fails to comply with paragraph 1 of this article
