Securities code: 002947 securities abbreviation: Suzhou Hengmingda Electronic Technology Co.Ltd(002947) Announcement No.: 2022-037 Suzhou Hengmingda Electronic Technology Co.Ltd(002947)
Announcement on Amending the articles of Association
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
In order to further strengthen the protection of the legitimate rights and interests of all shareholders, especially small and medium-sized investors, standardize the operation of Suzhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) Electronic Technology Co., Ltd. (hereinafter referred to as the "company") and improve the level of corporate governance, the company, in accordance with the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") The corresponding provisions in the articles of association of Suzhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) Electronic Technology Co., Ltd. are revised accordingly in laws, regulations and normative documents such as the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the "Listing Rules"), the guidelines for the articles of association of listed companies (hereinafter referred to as the "guidelines for the articles of association"). The company held the 25th meeting of the second board of directors and the 18th meeting of the second board of supervisors on February 21, 2022, deliberated and adopted the proposal on Amending the articles of association. The specific situation is hereby announced as follows:
1、 Amendments to the articles of Association
Content before revision reason after revision
Article 2 the company is established in accordance with the company law and
Article 2 the company is a joint stock limited company established by Suzhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) electronic customs and Suzhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) Electronic Technology Co., Ltd. in accordance with the company law and other relevant regulations. A joint stock limited company established in. The company is registered in Suyin, the company is registered in Suzhou administration for Industry and commerce, and the state and municipal administrative examination and approval Bureau. Now it is revised with the change of relevant name. Now it holds the unified social credit code as the unified social credit code
913205835794960677 business license. 913205835794960677 business license
Photo.
Article 23 under the following circumstances, the company may not purchase the company's shares in accordance with the laws, administrative regulations, departmental rules and the articles of association in accordance with Article 23. However, under any of the following circumstances
Regulations, except for the acquisition of shares of the company:
(I) reduce the registered capital of the company; (I) reduce the registered capital of the company;
(II) cooperation with other companies holding shares of the company (II) cooperation with other companies holding shares of the company
And; Merger of other companies;
(III) use shares for employee stock ownership plan or (III) use shares for employee stock ownership plan and incentive rights according to the guidelines of the articles of Association; Transfer or equity incentive; Article 24 amendment (IV) shareholders who disagree with the resolution of merger and division made by the general meeting of shareholders (IV) shareholders who disagree with the resolution of merger and division made by the general meeting of shareholders and require the company to purchase their shares shall
Copies; Asking the company to acquire its shares;
(V) convertible shares issued by the conversion company (V) convertible shares issued by the conversion company
Corporate bonds converted into shares; Corporate bonds convertible into shares;
(VI) the company is to safeguard the company's value and shareholders' rights and interests (VI) the company is to safeguard the company's value and
Required. Necessary for shareholders' equity.
Content before revision reason after revision
Except for the above circumstances, the company will not buy or sell its shares. Article 24 a company may purchase its own shares if it purchases its own shares
Select one of the following methods to make copies. You can select one of the following methods to make copies:
(I) centralized bidding trading mode of stock exchange; (I) the centralized competitive bidding of the stock exchange shall be submitted according to the offer method in the guidelines for the articles of Association (II); Easy way; Article 24 amend (III) the provisions of laws and regulations or the way in which the CSRC recognizes (II) the offer;
Other ways can be. (III) laws, administrative regulations or Chinese certificates
Other methods approved by the CSRC.
Article 29 directors, supervisors and senior executives of the company
Level management personnel, holding percent of the company's shares
More than five percent of the shareholders shall
Shares of the company or other shares with the nature of equity
The securities are sold within six months after purchase, or
Article 29 the directors, supervisors and senior managers of the company buy the shares again within six months after the sale, and the income from the shares held by the employees and more than 5% of the shares of the company belongs to the company. The directors of the company will recover the income from the shares of the company held by them within six months after the purchase. However, if the securities are sold within a month or bought again within six months after the sale, the proceeds from the purchase of the remaining after-sales shares by the company due to underwriting belong to the company. If the directors of the company hold more than 5% of the shares, the proceeds will be recovered. However, where a securities company is under other circumstances as prescribed by the CSRC, except that it holds 5% of the remaining after-sales shares.
Where the shares are sold, the time limit for selling the shares is not limited to six months. The directors, supervisors and senior managers referred to in the preceding paragraph shall be subject to the guidance of the articles of association. Amendment to Article 30 on shares held by shareholders or natural persons
If the board of directors of the company fails to comply with the provisions of the preceding paragraph, the shareholders shall require the board of directors to implement the securities with equity nature, including its allocation right, within 30 days. If the company's directors, parents and children hold or take advantage of other personnel meetings and fail to implement within the above-mentioned period, the shareholders have the right to directly report to the people's court in their own name for the shares held by the account number or other securities with the interests of the company.
The court brought a lawsuit. The board of directors of the company fails to comply with paragraph 1 of this article
If the board of directors of the company fails to implement the decision in accordance with the provisions of paragraph 1 of this article, the shareholders have the right to require the board of directors to be present, and the responsible directors shall bear joint and several liabilities in accordance with the law. Within 30 days. The board of directors of the company is not in session
If it is implemented within the said period, the shareholders have the right to
The interests of the company are directly reported to others in its own name
Bring a lawsuit in the civil court.
The board of directors of the company fails to act in accordance with paragraph 1 of this article
Where the provisions are implemented, the responsible directors shall act in accordance with the law
Jointly and severally liable.
Article 42 the following external guarantees of the company (including the following external guarantees of the company in Article 42, including the guarantees of the company to subsidiaries) shall be reviewed by the board of directors (including the guarantees of the company to subsidiaries),
After approval, it shall be submitted to the general meeting of shareholders for decision: it shall be submitted to the shareholders after being reviewed and approved by the board of directors
(I) the amount of a single guarantee exceeds the latest period of the company, which is decided by the general meeting:
Audit the guarantee of 10% of the net assets; (I) the amount of a single guarantee exceeds the total amount revised in Article 43 of the latest audited net assets of the company and its holding subsidiaries according to the guidelines for the articles of Association (II), and reaches or exceeds the latest audited net guarantee of the company;
Any guarantee provided after 50% of the assets; (II) of the company and its holding subsidiaries
(III) the total amount of external guarantees provided by the company and its holding subsidiaries exceeds the maximum amount of the company, reaching or exceeding 50% of the total audited net assets of the company in the latest period
Content before revision reason after revision
Any guarantee provided after 30% of the assets; Any guarantee provided later; (IV) it refers to (III) the company and its holding subsidiaries with an asset liability ratio of more than 70%
The guarantee provided by the guarantee object; The total amount of guarantee provided by the company exceeds the maximum amount of the company
(V) according to the calculation principle of accumulating 3% of the total assets audited in the latest period within 12 consecutive months, the guarantee amount exceeds any guarantee provided by the company after 10% of the total assets audited in the latest period;
30% guarantee of assets; (IV) the asset liability ratio exceeds%
(VI) the guarantee provided by the guarantee object whose guarantee amount has accumulated 70% within 12 consecutive months; According to the calculation principle, if the amount exceeds 50% of the company's latest audited net assets (V), and the absolute amount exceeds the cumulative calculation principle within 5000 months, it exceeds the company's most recent amount
More than 10000 yuan; 30% of the total assets audited in the recent period
(VII) guarantee for shareholders, actual controllers and their affiliates;
The guarantee provided; (VI) twelve consecutive years according to the guarantee amount
(VIII) the cumulative calculation principle within one month specified in laws, regulations and normative documents exceeds the company's maximum
Other circumstances. 5% of the audited net assets in the latest period
The determination standard of the above guarantee amount shall be implemented in accordance with the relevant provisions of any guarantee provided by Shenzhen securities after the tenth; Stock Listing Rules of the stock exchange and so on. (VII) shareholders, actual controllers and
Guarantees provided by related parties;
(VIII) laws, regulations and normative documents
Other circumstances specified.
The above guarantee amount shall be determined in accordance with the Shenzhen
Shenzhen Stock Exchange Stock Listing Rules, etc
Relevant regulations shall be implemented. Violation of approval authority and deliberation
The accountability mechanism of the procedure shall be in accordance with the company's
Foreign guarantee management system and other relevant provisions
that 's ok.
Article 44 the following major transactions of the company Article 44 the following major transactions of the company
In order to do so, it must be deliberated and approved by the general meeting of shareholders: large transactions must be deliberated and approved by the general meeting of shareholders
（1） The total assets involved in the transaction (if there are both book value and evaluation value, the higher one shall be taken as the calculation data) (I) the total assets involved in the transaction account for 5% of the company's total assets audited in the latest period and 5% of the company's total assets audited in the latest period
More than ten; More than 50, the total assets involved in the transaction
（2） If the subject matter of the transaction has both the book value and the assessed value in the latest fiscal year, the higher one than the audited operating revenue of the company in the latest fiscal year shall prevail; More than 50% of the operating income and the absolute amount (2) the capital involved in the subject matter of the transaction (such as equity)
More than 50 million yuan; The net output accounts for more than 50% of the company's latest audited net assets related to the subject matter of the transaction in the latest fiscal year in accordance with the Listing Rules (III), and the absolute amount is revised in 6.1.3
Proportion of net profit in the company's last fiscal year
