Securities code: 002340 securities abbreviation: Gem Co.Ltd(002340) Announcement No.: 2022-009
Announcement on Amending the articles of Association
The board of directors does not guarantee that the information disclosed by the company is true, complete or misleading.
In order to further improve the standard governance level of Gem Co.Ltd(002340) (hereinafter referred to as “the company”), the maintenance
Protect the legitimate rights and interests of the company and shareholders, combined with the actual situation of the company, according to the company law of the people’s Republic of China
Securities Law of the people’s Republic of China, guidelines for the articles of association of listed companies, and listing regulations of Shenzhen Stock Exchange
According to the provisions of relevant laws, regulations and normative documents such as the articles of association, the company plans to make a decision on the board of directors of the articles of association
Some provisions such as the number of members shall be revised, and its annexes rules of procedure of the general meeting of shareholders and rules of procedure of the board of directors shall be revised simultaneously
The relevant provisions of the rules of procedure and the rules of procedure of the board of supervisors shall be revised and submitted to the general meeting of shareholders to authorize the board of directors to report to the board of supervisors
The business registration authority shall go through the relevant industrial and commercial change procedures.
According to the provisions of Article 106 and Article 155 of the original articles of association, the current directors of the company
The number of members of the board of supervisors is 8, including 5 non independent directors, 3 independent directors and 3 members of the board of supervisors
People. The company plans to change the number of members of the board of directors from 8 to 6, including 4 non independent directors and independent directors
Change the number of members of the board of supervisors from 3 to 5.
The articles of association and its annexes rules of procedure of the general meeting of shareholders, rules of procedure of the board of directors and the board of supervisors
The specific amendments to the rules of procedure are as follows:
1、 Amendments to the articles of association:
Before and after revision
Article 24 when purchasing the shares of the company, the company can choose the following companies to purchase the shares of the company, which can be carried out in one of the public ways: centralized trading, or other ways recognized by laws, administrative regulations and (I) centralized bidding of the stock exchange, the trading party of the stock exchange and the CSRC.
Formula; In accordance with Article 23 of the articles of association
(II) method of offer; (III) other methods approved by the CSRC in accordance with items (III), (V) and (VI). The acquisition of the company’s shares shall be carried out through the centralized transaction of the public company in accordance with Article 23 of the articles of association.
(III), (V) and (VI)
The acquisition of shares of the company shall be made public
Centralized trading.
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. The company shall not be transferred within 1 year from the date of public issuance. The shares issued before the company’s public offering of shares and the shares issued before the company’s shares are listed in the securities and exchange shall not be transferred within one year from the date when the company’s shares are listed and traded in the stock exchange, and shall not be transferred within one year from the date when the company’s shares are listed and traded in the stock exchange. Give Way.
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 and the shares held by the company and their changes to the company, and the shares transferred every year during their term of office shall remain unchanged, During his term of office, the number of shares transferred each year shall not exceed the total number of shares of the company held by him, or 25% of the total number of shares of the company held by him; 25% of the shares of the company held since the listing of the company’s shares; The shares held by the company shall not be transferred within 1 year from the date of listing and trading of the company’s shares. The above-mentioned personnel shall not be transferred within 1 year from the date of departure. The above-mentioned personnel shall not transfer their shares of the company within half a year after their resignation, and shall not transfer their shares of the company within half a year after their resignation; Within 12 months after leaving office, the company passed the shares.
Number of shares of the company sold by the stock exchange
The proportion of the amount in the total number of shares of the company held by it is not
More than 50%.
Article 40 the general meeting of shareholders is the authority of the company, and the general meeting of shareholders is the authority of the company according to law. It exercises 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; Draw;
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（15） Review the equity incentive plan; （15） (XVI) review the equity incentive plan and employee holding plan (XVI) review laws, administrative regulations and departmental share plans;
The rules or the articles of association shall be decided by the general meeting of shareholders (XVI) to consider other matters of laws, administrative regulations and departments.
Other matters that shall be decided by the general meeting of shareholders in accordance with the rules or the articles of association.
Article 41 the following external guarantees of the company shall be subject to the approval of the shareholders’ meeting:
(I) any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries reaches or exceeds 50% of the latest audited net assets; Any guarantee provided after 50% of the net assets
(V) the guarantee amount in consecutive 12 months exceeds (V) the guarantee amount in the latest 12 months has accumulated 30% of the company’s total assets audited in the latest period; (VI) the guarantee amount exceeds 30% within 12 consecutive months if it exceeds the company’s latest audited total assets;
50% of the latest audited net assets of the company, and (VI) the absolute amount to shareholders, actual controllers and their affiliates exceeds 50 million yuan; The guarantee provided by the party;
(VII) guarantee provided to shareholders, actual controllers and their affiliates (VII) Shenzhen Stock Exchange or parties regulated by the articles of Association; Other guarantee situations specified.
(VIII) other guarantees that the Shenzhen Stock Exchange or the controlling shareholders and other related parties of the company specified in this chapter shall not impose. The company provides guarantee for others.
The controlling shareholders and other related parties of the company shall not force the general meeting of shareholders to consider the guarantee system in Item (V) of the preceding paragraph, and the company shall provide guarantee for others. In the case of paragraph, it shall be approved by more than two-thirds of the guarantees in paragraph (V) of the preceding paragraph after deliberation by the general meeting of shareholders with voting rights held by the shareholders attending the meeting. When the company provides items for related persons, it shall be guaranteed by the voting rights held by the shareholders attending the meeting. Regardless of the amount, it shall be approved by more than two-thirds of the board of directors. The company provides the related parties with review and approval, and then submits it to the general meeting of shareholders for review.
The guarantee, regardless of the amount, shall be submitted to the board of directors
After deliberation and approval, it shall be submitted to the general meeting of shareholders for deliberation.
Article 49 If the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own, the board of supervisors or shareholders shall notify the board of directors in writing. If the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own, they shall notify the board of directors in writing. At the same time, they shall submit it to the local agency of CSRC and the stock exchange for the record.
keep on record. Before the announcement of the resolution of the general meeting of shareholders, the convening shareholders shall hold a shareholding ratio of not less than 10% before the announcement of the resolution of the general meeting of shareholders.
The proportion of shares shall not be less than 10%. The board of supervisors or convening shareholders shall submit relevant supporting materials to the exchange of the company when issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders, and when notifying the Securities Commission and the announcement of the resolution of the general meeting of shareholders.
Local offices of CSRC and stock exchanges
Submit relevant supporting materials.
Article 55 the meeting notice of the general meeting of shareholders shall include the following contents: the meeting notice of the general meeting of shareholders shall include the following contents: (I) the date and place of the meeting and the convening of the meeting; (I) the date, place, method and time limit of the meeting; Method and duration;
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(VI) if the general meeting of shareholders provides shareholders with online (VI) voting or other voting methods, the inter statement and voting procedures shall also be specified in the notice.
Voting time, voting procedure and shareholder identity confirmation method
… the notice of the general meeting of shareholders shall specify the time of the meeting, the notice of the general meeting of shareholders shall specify the time and place of the meeting, and determine the date of equity registration. The date and place of equity registration, and determine the date of equity registration. The interval between the date of equity registration and the date of the meeting shall be
