Zhejiang Jinke Tom Culture Industry Co.Ltd(300459)
Amendment to the articles of Association
Zhejiang Jinke Tom Culture Industry Co.Ltd(300459) (hereinafter referred to as "the company") deliberated and adopted the proposal on Amending the articles of association at the 15th meeting of the Fourth Board of directors held on February 14, 2022. Now it is proposed to amend the articles of association, which needs to be submitted to the general meeting of shareholders for deliberation. The specific amendments are as follows:
Serial number before revision after revision
Article 40 the general meeting of shareholders is the authority of the company. It shall exercise the following functions and powers according to law: the authority shall exercise the following functions and powers according to law:
(I) decide on the company's business policy and investment plan (I) decide on the company's business policy and investment plan; Funding plan;
(II) elect and replace directors who are not represented by employees; (II) elect and replace directors who are not represented by employees, decide on the statements of relevant directors, and decide on the remuneration of relevant directors; Remuneration matters;
(III) elect and replace supervisors who are not represented by employees; (III) elect and replace supervisors who are not represented by employees, decide on the statements of relevant supervisors, and decide on the remuneration of relevant supervisors; Remuneration matters;
(IV) review and approve the report of the board of directors; (IV) review and approve the report of the board of directors; (V) review and approve the report of the board of supervisors; (V) review and approve the report of the board of supervisors; (VI) review and approve the company's annual financial plan (VI) review and approve the company's annual financial budget plan and final settlement plan; Financial budget plan and final account plan;
(VII) review and approve the company's profit distribution plan (VII) review and approve the company's profit distribution 1 plan and loss recovery plan; Allocation scheme and loss recovery scheme;
(VIII) make resolutions on the increase or decrease of the company's registered capital; Make a resolution on the capital;
(IX) make resolutions on the issuance of corporate bonds or other securities; (IX) make resolutions on the issuance of corporate bonds or other securities and listing; Make resolutions on Securities and listing;
(x) make resolutions on the merger, division and dissolution of the company (x) make resolutions on the merger, division, dissolution, liquidation or change of the company form; Discussion;
（11） Amend the articles of Association; （11） Amend the articles of Association;
（12） (12) to make resolutions on the employment and dismissal of accounting firms by the company; The accounting firm makes a resolution;
（13） Review and approve the guarantee matters specified in Article 41 of the articles of Association; Guarantee matters stipulated in Article 11;
（14） Review the company's purchase within one year (14) review the company's purchase and sale of major assets within one year, or the guaranteed amount exceeds the purchase, sale of major assets, or the guaranteed amount exceeds percent of the company's latest audited total assets and percent of the company's latest audited total assets
30. Matters; 30. Matters;
（15） Review and approve the change of raised funds (15) review and approve the change of the purpose of raised funds; Use of funds;
（16） Deliberating and approving or authorizing directors (16) deliberating and approving or authorizing the board of directors to approve the company's foreign investment, acquisition and sale of assets, asset mortgage, entrusted financial management, related party property delivery, asset mortgage, entrusted financial management, related party transactions and other matters; Ease of use and other matters;
（17） Review the equity incentive plan; （17） (XVIII) reviewing equity incentive plans and (XVIII) reviewing laws, administrative regulations and employee stock ownership plans;
Other matters that shall be deliberated by the shareholders (XVIII) according to the departmental rules or the articles of association. Other matters that shall be decided by the general meeting of shareholders as stipulated in the departmental rules or the articles of association.
Article 55 shareholders' meeting notice Article 55 the notice of shareholders' meeting shall include the following contents:
(I) time, place and duration of the meeting; Duration of negotiation;
(II) matters submitted to the meeting for deliberation and (II) matters and proposals submitted to the meeting for deliberation; Proposal;
(III) explanation in obvious words: all (III) explanation in obvious words: all shareholders have the right to attend the general meeting of shareholders, and physical shareholders have the right to attend the general meeting of shareholders, and can 2 entrust a proxy in writing to attend and participate in the meeting and vote. The proxy of the shareholder does not need to be the voting agent of the company, The proxy need not be a shareholder of the company; shareholder;
(IV) shareholders entitled to attend the general meeting of shareholders (IV) shareholders entitled to attend the general meeting of shareholders' equity registration date; The date of equity registration;
(V) name of permanent contact person for conference affairs, (V) name and telephone number of permanent contact person for conference affairs.
Telephone number
(VI) voting time and procedures by network or other means.
Article 78 shareholders (including shareholders acting on behalf of Article 78 shareholders (including shareholders' agents) with voting rights represented by them) exercise their voting rights according to the number of voting shares represented by them. Each share has one vote and each share has one vote. One vote.
The shares of the company held by the company are not listed, and the shares of the company held by the company have no voting right, and these shares are not included in the voting right to attend the general meeting of shareholders, and these shares are not included in the total number of shares with voting right to attend the general meeting of shareholders. The total number of voting shares of the general assembly.
3. When the general meeting of shareholders deliberates on major matters affecting the interests of small and medium-sized investors, and 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. The result of separate vote counting shall be counted separately. The results of separate vote counting shall be disclosed in a timely manner. It shall be disclosed publicly in a timely manner.
If the board of directors, independent directors, shareholders holding more than one percent of the voting shares of the company purchased by shareholders and other principals violate the provisions of paragraph 1 and paragraph 2 of Article 63 of the securities law, they can act as solicitors on their own or entrust the securities companies and securities service institutions in excess of the provisions, Shares publicly distributed within 36 months after purchase
Shareholders who request the company's shareholders to entrust them to attend the meeting on their behalf shall not exercise their voting rights, and shall not be included in the total number of shares that attend the general meeting of shares and exercise their proposal rights and voting rights on their behalf.
And other shareholders' rights. Where the board of directors, independent directors, shareholders holding more than one percent of the shareholders' rights and voting shares solicited in accordance with the provisions of the preceding paragraph and other owners, the solicitors shall disclose the solicitation documents. The public body may act as the solicitors, and shall cooperate by itself or the Commission. Entrust securities companies and securities service institutions to publicly prohibit paid or disguised paid parties from requesting shareholders of the company to entrust them to attend on behalf of shareholders to solicit shareholders' voting rights. At the general meeting, and exercise the proposal right and voting right on behalf of the company, the company shall not propose the most equal shareholder rights for the solicitation of voting rights.
Low shareholding limit. Where the rights of shareholders are solicited in accordance with the provisions of the preceding paragraph, the soliciter shall disclose the solicitation documents, and the company shall cooperate.
It is prohibited to solicit shareholders' voting rights by means of compensation or compensation in disguised form.
The company shall not impose a minimum shareholding limit on the solicitation of voting rights.
Article 80 the company shall guarantee the shareholders
On the premise of legality and effectiveness, the General Assembly adopted the deletion of articles 80
4 ways and means, giving priority to the provision of network form (subsequent clause numbers are automatically updated)
Voting platform and other modern information technology means,
Provide convenience for shareholders to attend the general meeting of shareholders.
Article 107 the board of directors exercises the following functions and powers: the board of directors exercises the following functions and powers:
(I) be responsible for convening the general meeting of shareholders, and (I) be responsible for convening the general meeting of shareholders and reporting to the general meeting of shareholders; Report to the general meeting of shareholders;
(II) implement the resolutions of the general meeting of shareholders; (II) implement the resolutions of the general meeting of shareholders; (III) decide on the company's business plan and (III) decide on the company's business plan and investment plan; Investment plan;
(IV) formulate the company's annual financial budget (IV) formulate the company's annual financial budget plan and final settlement plan; Settlement plan and final settlement plan;
(V) formulate the company's profit distribution formula (V) formulate the company's profit distribution plan and loss recovery plan; Case and loss recovery plan;
(VI) formulate the company's increase or decrease (VI) formulate the company's increase or decrease of registered capital, issuance of bonds or other securities and registered capital, issuance of bonds or other securities and listing plan; Listing plan;
(VII) formulate plans for the company's major acquisition and acquisition (VII) formulate plans for the company's major acquisition, acquisition of the company's shares or merger, division, divestiture of the company's shares or merger, division, dissolution and change of the company's form; Plans to disperse and change the form of the company;
(VIII) after more than two-thirds of the directors go out, (VIII) the resolution of the board meeting attended by more than two-thirds of the directors is adopted, and the resolution of the board meeting at public meeting is adopted, which decides that the company will purchase the company's shares (V) due to Article 23 (III) of the articles of association, and the company will purchase the company's shares (V) due to the circumstances of Article 23 (III), (V) and (VI) of the articles of association (VI) acquisition of shares of the company; Matters related to the contract;
(IX) within the scope authorized by the general meeting of shareholders, (IX) within the scope authorized by the general meeting of shareholders,
Decide on the company's foreign investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted assets, asset mortgage, external guarantee, entrusted financial management, related party transactions and other matters; Entrusted financial management, related party transactions, external donations, etc
