Securities code: 300002 securities abbreviation: Beijing Ultrapower Software Co.Ltd(300002) Announcement No.: 2022-002 Beijing Ultrapower Software Co.Ltd(300002)
Announcement of resolutions of the 61st meeting of the 7th 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 61st meeting of the seventh board of directors of Beijing Ultrapower Software Co.Ltd(300002) (hereinafter referred to as "the company") was held in the company's conference room on February 18, 2022 by combining on-site and communication, and the meeting notice was delivered by mail on February 15, 2022. There are 7 directors who should attend the meeting and 7 directors who actually attend the meeting. The meeting was held in accordance with the relevant provisions of laws, administrative regulations, departmental rules and the articles of association. The meeting was presided over by Mr. Mao David, chairman of the company. The directors attending the meeting carefully deliberated and formed the following resolutions:
1、 Deliberated and passed the proposal on Amending the articles of Association
The proposal was adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
Please refer to the annex comparison table of amendments to the articles of Association for specific amendments to the articles of association.
The revised articles of association are detailed in the gem information disclosure website designated by the CSRC.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 Deliberated and adopted the proposal on by election of members of the special committee of the seventh board of directors
Whereas Mr. Wang Ning has resigned from the relevant positions of the company's directors and the special committees under the board of directors, in order to improve the corporate governance structure and ensure the normal operation of the special committees under the board of directors, the board of directors agreed to elect Mr. Mao David, a director of the company, as a member of the remuneration and Examination Committee of the seventh board of directors of the company, The term of office starts from the date of deliberation and approval by the board of directors to the expiration of the term of office of the seventh board of directors.
After the by election, the composition of the special committee of the seventh board of directors of the company is as follows:
There are 4 members of the strategy committee, including Mao David (Chairman), Li Li, Zhai Yibing and Shenyang
The nomination committee consists of 3 members: Shenyang (Chairman), Wang Xuechun and Li Li
There are 3 members of the audit committee, including Wang Xuechun (Chairman), Liu Tiemin and Hu Jiaming
There are 3 members of the remuneration and assessment committee, including Liu Tiemin (Chairman), Wang Xuechun and Mao David
The proposal was adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
3、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The company will hold the first extraordinary general meeting of shareholders in 2022 at 14:30 p.m. on March 7, 2022 in the company's conference room on the 19th floor of Building 1, yard a 13, Beiyuan Road, Chaoyang District, Beijing.
The proposal was adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
The notice on convening the company's first extraordinary general meeting in 2022 is detailed in the gem information disclosure website designated by the CSRC.
It is hereby announced.
Beijing Ultrapower Software Co.Ltd(300002) board of directors
February 19, 2022
enclosure:
Comparison table of amendments to the articles of Association
After modification of the original articles of Association
Article 12 the company shall establish a Communist Party organization to carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Article 20 the company or its subsidiaries (including Article 21 the company or its subsidiaries, including the company's subsidiaries) shall not make gifts, advances or guarantees (including the company's subsidiaries), and shall not purchase or propose to purchase capital, guarantee, compensation or loans in the form of gifts, advances, compensation or loans, Provide any assistance to persons who purchase or buy shares in the company. Provide any assistance to those who intend to purchase shares in the company.
Article 22 the company shall operate and develop in accordance with Article 21 the company shall operate and develop in accordance with
If necessary, in accordance with the provisions of laws and regulations, as required by the shareholders' meeting, and in accordance with the provisions of laws and regulations, as approved by the shareholders' meeting
If the board of directors makes resolutions separately, the following methods can be adopted. If the board of directors makes resolutions separately, the following methods can be adopted
Capital:
Capital:
(I) public offering of shares;
(I) public offering of shares;
(II) non public offering of shares;
(II) non public offering of shares;
(III) distribute bonus shares to existing shareholders;
(III) distribute bonus shares to existing shareholders;
(IV) increase the share capital with the accumulation fund;
(IV) increase the share capital with the accumulation fund;
(V) laws and administrative regulations and Chinese (V) laws and administrative regulations and Chinese
Other methods approved by the Securities Regulatory Commission (hereinafter referred to as the CSRC).
(II) other ways of approval.
Article 23 the company may purchase shares of the company under the following circumstances. Article 24 the company shall not purchase shares of the company in accordance with laws, administrative regulations, departmental rules and this chapter.
However, except under any of the following circumstances:
To acquire the shares of the company according to 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 of shares in the company's employee stock ownership plan
(III) use the shares for the company's employee stock ownership plan or equity incentive;
Or 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 acquire its shares;
shares; (V) use the shares to convert the corporate bonds issued by the company; (V) use the shares to convert the corporate bonds issued by the company into shares;
Corporate bonds converted into shares; (VI) the company is necessary to maintain the company's value and shareholders' rights. (VI) the company is necessary to maintain the company's value and shareholders' rights and interests. Necessary for profit.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 24 the company may purchase its own shares, and Article 25 the company may purchase its own shares through public centralized trading, or through public centralized trading, or other methods approved by laws, regulations and the CSRC. Administrative regulations and other methods approved by the CSRC shall be implemented by the company in accordance with paragraph 1 of Article 23 of the articles of association. Items (III), (V) and (VI) stipulate that the company's acquisition of shares of the company due to the circumstances of paragraph 1 of Article 24 of the articles of association shall be carried out through the centralized trading method specified in items (III), (V) and (VI) of the public. The acquisition of shares of the company shall be carried out through public centralized trading.
Article 25 If the company purchases its shares due to the circumstances specified in Item (I) and item (II) of paragraph 1 of Article 24, Article 23 and Article 26 of the articles of association, it shall purchase its shares according to the circumstances of the general meeting of shareholders. If the company purchases its shares according to the circumstances of the general meeting of shareholders, it shall be resolved by the general meeting of shareholders; The company makes a resolution in accordance with paragraph 1 of 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 of Article 24 of the articles of association, the purchase of the shares of the company shall be subject to the circumstances of the company. If the company purchases the shares of the company, the resolution of the board meeting attended by more than two-thirds of the directors of the company shall be adopted. Resolutions of the board meeting attended by more than two-thirds of the directors. In accordance with paragraph 1 of Article 23 of the articles of association, after the company purchases its shares in accordance with paragraph 1 of Article 24 of the articles of association, if it belongs to paragraph (I) after purchasing its shares in accordance with paragraph 1 of Article 24 of the articles of association, it shall be cancelled within 10 days from the date of acquisition; Under any circumstances, it shall be cancelled within 10 days from the date of acquisition;
In the case of items (II) and (IV), in the case of items (II) and (IV), it shall be transferred or cancelled within 6 months; If it belongs to article (III), it shall be transferred or cancelled within 6 months; In the case of items (III), (V) and (VI), and in the case of public items, items (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 10% of the total issued shares of the company, And shall be transferred or cancelled within 3 years. Transfer or cancellation within the year.
Article 29 directors, supervisors and senior managers of the company Article 30 the managers of the company holding more than 5% of the shares and the shareholders, directors, supervisors and senior managers holding more than 5% of the shares of the company, Sell the company's shares or other securities with the nature of equity held by them within 6 months after buying, sell the securities with the nature of equity within 6 months after buying, or buy them again within 6 months after selling, and the income from this shall belong to the company, The board of directors of the company will return the recovered profits to the company, and the board of directors of the company will recover its income. However, the income from the purchase of securities companies due to underwriting. However, if a securities company holds more than 5% of the shares due to the purchase of the remaining shares after sale due to underwriting, or holds more than 5% of the shares due to the remaining shares after sale, and the issuance of the shares is not subject to the six-month time limit. Except for other circumstances stipulated by the CSRC. The shares held by the directors, supervisors and senior managers referred to in the preceding paragraph, the directors, supervisors, senior managers and natural person shareholders referred to in the preceding paragraph include the shares held by their spouses, parents and natural person shareholders, or other securities with the nature of equity held by shareholders' parents, children and accounts held by others, including their spouses, parents Children's tickets or other securities with the nature of equity. Shares held or held in the account of others, or other securities with equity nature if the board of directors of the company fails to implement the provisions of the preceding paragraph.
Shareholders have the right to require the board of directors to implement within 30 days. If the board of directors of the company fails to comply with the provisions of paragraph 1 of this article, and the board of directors of the company fails to execute within the above-mentioned period, if the shareholders have the right to execute, the shareholders have the right to require the board of directors to execute directly in their own name for the benefit of the company within 30 days. The board of directors of the company failed to implement the law and bring a lawsuit to the people's court within the above-mentioned time limit. The shareholders have the right to bring a lawsuit directly to the people's court in their own name for the benefit of the company. The board of directors of the company does not carry out its duties in accordance with the provisions of paragraph 1. If yes, the responsible directors shall be jointly and severally liable according to law. The board of directors of the company does not act in accordance with the provisions of paragraph 1 of this article. In case of execution, the responsible directors shall bear joint and several liabilities according to law.
Article 37 the shareholders of the company shall bear the following obligations Article 38 The shareholders of the company shall bear the following obligations
Business: Business:
(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;
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