Securities code: 300316 securities abbreviation: Zhejiang Jingsheng Mechanical & Electrical Co.Ltd(300316) No.: 2022-006 Zhejiang Jingsheng Mechanical & Electrical Co.Ltd(300316)
Announcement on the resolution of the 22nd Meeting of the 4th board of directors
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.
The notice of the 22nd Meeting of the Fourth Board of directors of Zhejiang Jingsheng Mechanical & Electrical Co.Ltd(300316) (hereinafter referred to as “the company”) was sent to all directors by e-mail or telephone on February 8, 2022. The meeting was held by communication on February 14, 2022. The meeting was presided over by Mr. Cao Jianwei, chairman of the board. There were 9 directors and 9 directors. The convening and convening of the meeting was in accordance with the company law Relevant provisions of the articles of association. After deliberation by the directors present at the meeting, the following resolutions are adopted:
1、 The proposal on Amending the articles of association was adopted with 9 affirmative votes, 0 abstention and 0 negative votes;
In accordance with the latest provisions of relevant laws, regulations and normative documents such as the company law, the securities law, 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 GEM listed companies, and in combination with the actual situation of the company, It is proposed to amend the articles of association accordingly as follows:
Original clause revised clause
Article 2 Zhejiang Zhejiang Jingsheng Mechanical & Electrical Co.Ltd(300316) Co., Ltd. Article 2 Zhejiang Jingsheng Mechanical & Electrical Co.Ltd(300316) is a joint stock limited company established in accordance with the company law. It is a joint stock limited company established in accordance with the company law (hereinafter referred to as the “company”). The former boss of the company (hereinafter referred to as “the company”). The company was established in the way of overall change of the former Shangyu Zhejiang Jingsheng Mechanical & Electrical Co.Ltd(300316) Engineering Co., Ltd. and Fangyu Zhejiang Jingsheng Mechanical & Electrical Co.Ltd(300316) Engineering Co., Ltd. establishment.
The company is registered in the register of Zhejiang Provincial Administration for Industry and commerce, obtained the business license, unified social credit registration, obtained the business license and unified social credit agency
Code 913300007964528296. The company implements self code 913300007964528296. The company implements independent operation, self responsibility for profits and losses, independent accounting, operation according to law, self responsibility for profits and losses, independent accounting and tax payment according to law. Taxes. In accordance with the provisions of the party constitution and the regulations on the work of Party branches established by the Communist Party of China company in accordance with the provisions of the party constitution and the regulations on the work of Party branches, the company establishes the party’s working organization, is equipped with party affairs staff, party organization, party affairs staff, and party organization The staffing shall be incorporated into the company’s management organization and staffing, the staffing shall be incorporated into the company’s management organization and staffing, the party organization work funds shall be incorporated into the company’s budget, and the party organization work funds shall be incorporated into the company’s budget and disbursed from the company’s management fees. The Party committee shall disburse the administrative expenses of the company. The Party committee plays a political core role in the company, guides and supervises enterprises to strictly abide by the core role of governance, guides and supervises enterprises to strictly abide by national laws and regulations, unites and condenses the masses of employees, unites and condenses the masses of employees in accordance with national laws and regulations, protects the legitimate rights and interests of all parties according to law, builds advanced corporate grammar, protects the legitimate rights and interests of all parties, and builds advanced corporate culture, Promote the healthy development of the company. And promote the healthy development of the company.
Article 11 other senior managers mentioned in the articles of association Article 11 other senior managers mentioned in the articles of association refer to the deputy general manager and technical personnel of the company, and refer to the deputy general manager, Secretary Supervisor of the board of directors, chief engineer, Secretary of the board of directors, chief financial officer and chief financial officer of the company. And other members determined by the board of directors.
Article 23 under the following circumstances, the company may not acquire its own shares in accordance with laws, administrative regulations, departmental rules and regulations. However, except for one of the following circumstances: purchase the shares of the company in accordance with the provisions of the articles of association: (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 of companies; (III) use the shares for the employee stock ownership plan or (III) award the shares to the employees of the company; Equity incentive for investors;
(IV) the shareholders disagree with the company’s merger and division resolution made at the general meeting of shareholders (IV) 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. Purchase its shares;
Except for the above circumstances, the company will not buy or sell the shares used in this (V) to convert the company’s shares issued by the company. Corporate bonds convertible into shares;
(VI) in order to maintain the company’s value and shareholders
Required for equity.
Article 24 a company may purchase its own shares. Article 24 a company may purchase its own shares in one of the following ways: through public centralized trading, or (I) the laws and administrative regulations of the stock exchange on centralized bidding trading and other ways recognized by the CSRC; Method.
(II) method of offer; The company is subject to the circumstances specified in Article 23 (III) (III), other parties approved by the CSRC, items (V) and (VI) of the articles of association. The acquisition of shares of the company shall be conducted through public centralized trading.
Article 25 If the company purchases the shares of the company due to the reasons specified in items (I) to (III) of Article 23 of the articles of association, it shall be decided by the general meeting of shareholders. If the company purchases the shares of the company due to the reasons specified in items (I) to (III) of Article 23 of the articles of association, it shall be approved by the general meeting of shareholders. The company’s acquisition resolution in accordance with Article 23; If the company’s shares fall under the circumstances of item (I) due to item (III) of Article 23 of the articles of association, it shall be cancelled within 10 days from the date of acquisition; If it is a form of acquisition of the company’s shares, it can be transferred or cancelled by the board of directors attended by more than two-thirds of the directors in accordance with the provisions of item (II) of the articles of association.
The resolution of the meeting can be implemented after being passed.
In accordance with item (III) of Article 23, the shares of the company to be purchased by the company in accordance with Article 23 of the articles of association will not exceed 5% of the total issued shares under item (I) after the company purchases the shares of the company; The funds used for acquisition shall be written off within 10 days from the date of acquisition; It shall be paid out of the company’s after tax profits; In the case of items (II) and (IV), the shares to be purchased shall be transferred to the employees within one year. When transferred or cancelled within 6 months; In the case of items (III), (V) and (VI), the total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within 3 years.
Article 26 the shares of the company may be transferred according to law. When a shareholder transfers shares, it shall establish a transfer in accordance with the law. Or in other ways prescribed by the State Council.
If the listing of the company’s shares is terminated, if it meets the conditions of the agent share transfer system, the sponsor broker shall be entrusted to apply to the China Securities Association for share transfer in the agent share transfer system.
Article 28 the shares of the company held by the promoters Article 28 the shares of the company held by the promoters shall not be transferred within one year from the date of establishment of the company, and shall not be transferred within one year from the date of establishment of the company. The transfer of shares issued before the company’s public offering of shares. The shares issued by the company before the public issuance of shares shall not be transferred within one year from the date when the company’s shares are listed and traded on the stock exchange and the date when the company’s shares are listed and traded on the stock exchange. It shall not be transferred within 1 year from the date of transfer.
The directors, supervisors and senior managers of the company shall report the shares of the company held by the directors, supervisors and senior managers of the company to the company. When reporting the shares of the company held by the company and their changes, and the changes transferred every year during their term of office, During his term of office, the number of shares transferred each year shall not exceed 25% of the total number of shares of the company held by him; 25% of the company’s shares held by the company; The shares held by the company shall not be transferred within one year from the date of listing and trading of the company’s shares and within one year from the date of exchange within half a year after resignation and within half a year after resignation. Give Way.
The number of shares of the company sold by directors, supervisors and senior managers through stock exchanges shall not exceed 50% of the total number of shares of the company held by them within 12 months after the declaration of resignation.
Article 29 directors, supervisors and senior managers of the company Article 29 directors, supervisors, senior managers, managers holding more than 5% of the shares of the company and shareholders holding more than 5% of the shares of the company shall sell their shares of the company within 66 months after buying, Or sell within 6 months after selling, or buy again within 6 months after selling, and the income from this shall belong to the company. If you buy, the income from this shall belong to the company, and the board of directors of the company will recover the income. However, the board of directors of the company will recover its income. However, if a securities company holds more than 5% of the shares due to the purchase of after-sales surplus stocks by underwriting, the sale of the shares will not be subject to more than 5% of the shares. If there are more than 5% of the shares, the sale of the shares will not be subject to 6 months
6-month time limit. Month limit.
If the board of directors of the company fails to execute the directors, supervisors and senior managers mentioned in the preceding paragraph in accordance with the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to hold the shares held by the directors and natural person shareholders within 30 days, including their allocation. If the board of directors of the company fails to execute the shares held by spouse, parents and children or use the accounts of others within the above-mentioned period, the shareholders have the right to use their own shares for the benefit of the company.
Bring a lawsuit directly to the people’s court in the name of. If the board of directors of the company fails to implement the provisions of the preceding paragraph and the board of directors of the company fails to implement the provisions of the first paragraph, the shareholders have the right to require the board of directors to implement the implementation within 30 days, and the responsible directors shall bear joint and several liabilities according to law. If the board of directors of the company fails to implement within the above-mentioned period, it shall be liable. Shareholders have the right to bring a lawsuit directly 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 of the company. Article 40 the general meeting of shareholders is the power organ of the company and exercises the following functions and powers according to law:
(I) determine the company’s business policy and investment 1. Determine the company’s business policy and investment plan; Draw;
(II) elect and replace directors and supervisors who are not held by employee representatives. 2. Elect and replace directors and supervisors who are not held by employee representatives, decide on relevant directors, supervisors, directors and supervisors, and decide on the remuneration of relevant directors and supervisors; Remuneration matters;
(III) review and approve the report of the board of directors; 3. Review and approve the report of the board of directors;
(IV) review and approve the report of the board of supervisors; 4. Review and approve the report of the board of supervisors;
(V) review and approve the company’s annual financial budget 5, review and approve the company’s annual financial budget calculation plan and final settlement plan; Project and final settlement plan;
(VI) review and approve the company’s profit distribution formula 6. Review and approve the company’s profit distribution plan and plan and loss recovery plan; Loss recovery plan;
(VII) increase or decrease of registered capital of the company
