Securities code: 003021 securities abbreviation: Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) Announcement No.: 2022-012 Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
Announcement on the proposed change of registered capital and amendment of the articles of Association
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.
Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) (hereinafter referred to as "the company") held the 11th meeting of the second board of directors on February 21, 2022, deliberated and adopted the proposal on proposed change of the company's registered capital and amendment of the articles of association, the proposal on granting restricted shares and stock options to incentive objects and reserving restricted shares and stock options in the incentive plan of 2021 According to the proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options, the registered capital of the company will be changed from 171.43472 million yuan to 171.5744 million yuan after granting the reserved restricted shares of the 2021 restricted shares and stock options incentive plan to the incentive objects and repurchasing and canceling the restricted shares granted to the resigned incentive objects but not yet lifted, The total number of shares of the company will be changed from 171.43472 million shares to 171.5744 million shares, and the CSRC revised the guidelines for the articles of association of listed companies on January 5, 2022. Therefore, in accordance with the relevant provisions of the civil code of the people's Republic of China, the company law of the people's Republic of China, the securities law of the people's Republic of China, the guidelines for the articles of association of listed companies and in combination with the actual situation of the company, The company plans to amend some articles involved in the articles of association. The specific amendments are as follows:
Before and after revision
number
Article 6 the registered capital of the company is RMB 171.43472 million
Article 6 the registered capital of the company is 171.5744 million yuan. Yuan.
Article 12 according to the provisions of the articles of association of the Communist Party of China, the company has set up 2 new articles to establish the Communist Party to organize and carry out party activities. The company provides necessary conditions for the activities of the party organization.
Article 19 the total number of shares of the company is 171.43472 million, and Article 20 the total number of shares of the company is 171.5744 million, 3 all of which are ordinary shares in RMB. All are ordinary shares in RMB.
Article 23 under the following circumstances, the company may not purchase its own shares in accordance with Article 24 of the law. However, the provisions of laws, administrative regulations, departmental rules and the articles of association shall not be subject to any of the following circumstances:
4. Purchase of shares of the company: (I) reduce the registered capital of the company;
(I) reduce the registered capital of the company; (II) merger with other companies holding shares of the company;
(II) merger with other companies holding shares of the company; (III) use shares for employee stock ownership plan or equity incentive; (III) use shares for employee stock ownership plan or equity incentive; (IV) the shareholder requests the company to purchase its shares due to the shareholder's objection to the company's merger and division made by the general meeting of shareholders (IV) the shareholder requests the company to purchase its shares due to the shareholder's objection to the company's merger and division resolution made by the general meeting of shareholders;
Making a resolution to request the company to purchase its shares; (V) converting shares into convertible bonds issued by listed companies; (V) converting shares into convertible stocks issued by listed companies;
Corporate bonds that are shares; (VI) it is necessary for a listed company to safeguard the company's value and shareholders' rights and interests. (VI) it is necessary for a listed company to safeguard the company's value and shareholders' rights and interests.
Required.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 24 the company may purchase its own shares through the company. Article 25 the company may purchase its own shares through the public centralized trading method, or the centralized trading method opened by laws and regulations and the CSRC, or other methods approved by laws and regulations and the CSRC. The company shall conduct in other ways approved by Article 20 of the articles of association. If the company purchases its shares under the circumstances specified in Article 24 5, paragraph 1 (III), (V) and (VI), paragraph 1 (III), (V) and (VI), it shall purchase its shares through public circumstances. If the company purchases its shares through public centralized trading, it shall do so through public centralized trading. In the transaction mode.
Article 25 Where the company purchases its shares under the circumstances specified in Article 23 (I) and Article 26 of the articles of association, and purchases its shares under the circumstances specified in items (I) and (II) of Article 24 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; The company shall be resolved by the general meeting of shareholders due to 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 Article 24 of the articles of association, it shall acquire the shares of the company in the form of two-thirds. If the company purchases the shares of the company, it shall obtain the resolution of the board meeting attended by more than two-thirds of the directors. Resolutions of the board meeting attended.
6. After the company purchases the shares of the company in accordance with Article 23 and the company purchases the shares of the company in accordance with Article 24, if it belongs to item (I), it shall be cancelled from the date of acquisition. If it belongs to item (I), it shall be cancelled within 10 days from the date of acquisition; Cancellation within (II) and (IV) days; In the case of items (II) and (IV), it shall be transferred or cancelled within 6 months; The property shall be transferred or cancelled within 6 months; In the case of item (III), in the case of item (III), (V) and (VI), in the case of item (V) and (VI), if the company holds a total of shares, 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 within three years, And shall be transferred or cancelled within three years.
Transfer or cancellation.
Article 29 the directors, supervisors and senior managers of the company, Article 30 the directors, supervisors and senior managers of the company, the shareholders holding more than 5% of the shares of the company, the shareholders holding more than 5% of the shares of the company, and the shares of the company held by them shall be sold within 6 months after purchase, Or sell the company's shares or other equity securities and buy them within 6 months after they are sold, and the proceeds will be sold by the company within 6 months, or buy them again within 6 months after they are sold, and the board of directors of the company will recover the proceeds. However, this income belongs to the company, and the board of directors of the company will recover the income held by the securities company due to the underwriting and purchase of the remaining after-sales shares. However, if a securities company holds more than 5% of its shares due to the purchase of more than 5% of the remaining shares after the package sale, or the shares with the securities regulatory authority under the State Council, or under other circumstances prescribed by the securities regulatory authority under the State Council, the sale of the shares is not subject to other circumstances prescribed by the six-month securities regulatory authority. Not subject to the six-month limit.
The directors, supervisors and senior managers referred to in the preceding paragraph, the shares held by the directors, supervisors, senior managers and natural 7 natural person shareholders referred to in the preceding paragraph or the shares held by other shareholders with the nature of equity or other securities with the nature of equity, including the certificates held and used by their spouses, parents and children, including their spouses, parents Shares held by children or by using other people's accounts or shares held by other equity accounts or other equity securities. negotiable securities.
If the board of directors of the company fails to implement the provisions of paragraph 1, and the board of directors of the shareholder company fails to implement the provisions of paragraph 1, the shareholders have the right to require the board of directors to implement it within 30 days. The board of directors has no right to request within 30 days. If the directors of the company execute within the above-mentioned time limit, the shareholders have the right for the interests of the company. If the board fails to execute within the above-mentioned time limit, the shareholders have the right to directly bring a lawsuit to the people's court in their own name for the company.
Directly bring a lawsuit to the people's court in their own name
Litigation. If the board of directors of the company fails to implement the provisions of paragraph 1, the responsible directors shall bear joint and several liabilities according to law.
If the board of directors of the company fails to implement the provisions of paragraph 1,
The responsible directors shall be jointly and severally liable according to law.
Article 37 shareholders of the company shall undertake the following obligations: Article 38 shareholders of the company shall undertake the following obligations:
(I) abide by laws, administrative regulations and the articles of Association; (I) abide by laws, administrative regulations and the articles of Association;
8 (II) pay the share capital in accordance with the shares subscribed and the way of participation; (II) pay the share capital in accordance with the shares subscribed and the method of participation; (III) the company shall not withdraw its shares except under the circumstances prescribed by laws and regulations; (III) the company shall not withdraw its shares except under the circumstances prescribed by laws and regulations; (IV) not abuse the rights of shareholders to damage the company or other shares; (IV) not abuse the rights of shareholders to damage the interests of the company or other shareholders; The independent status of the company's legal person and the interests of shareholders shall not be abused; It is not allowed to abuse the company's independent status as a legal person and Limited shareholders
Limited liability damages the interests of creditors of the company. Liability damages the interests of creditors of the company.
If the shareholders of the company abuse their rights and cause losses to the company or other shareholders (V) that should be borne by laws, administrative regulations and the articles of association, they shall be liable for compensation according to law; Other obligations of the company. Where a shareholder of a company abuses his rights and causes losses to the company or its shareholders by abusing the independent status of a legal person and the limited liability of shareholders, he shall be liable for compensation according to law; If a company evades its debts and seriously damages the interests of the company's creditors, the company's shareholders shall abuse the independent status of the company's legal person and the limited liability of shareholders and bear joint and several liability for the company's debts. If the company evades its debts and seriously damages the interests of creditors of the company, it shall be jointly and severally liable for (V) the company's debts that should be borne according to laws, administrative regulations and the articles of association.
Other obligations.
Article 40 the general meeting of shareholders is the authority of the company and shall be exercised in accordance with the law. Article 41 the general meeting of shareholders is the authority of the company and shall exercise the following functions and powers in accordance with the law:
(I) determine the company's business policy and investment plan; (I) determine the company's business policy and investment plan;
(II) elect and replace directors not held by employee representatives, (II) elect and replace directors and supervisors not held by employee representatives, and decide on matters related to the remuneration of directors and supervisors; To decide on matters related to the remuneration of directors and supervisors;
(III) review and approve the report of the board of directors; (III) review and approve the report of the board of directors;
(IV) review and approve the report of the board of supervisors; (IV) review and approve the report of the board of supervisors;
(V) review and approve the company's annual financial budget plan and decision (V) review and approve the company's annual financial budget plan and final settlement plan; Programme;
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(VI) review and approve the company's profit distribution plan and loss recovery plan (VI) review and approve the company's profit distribution plan and loss recovery plan; Programme;
(VII) make resolutions on the increase or decrease of the company's registered capital; (VII) make resolutions on the increase or decrease of the company's registered capital; (VIII) make resolutions on the issuance of corporate bonds; (VIII) make resolutions on the issuance of corporate bonds;
(IX) make resolutions on the merger, division, dissolution, liquidation or change of the company (IX) make resolutions on the merger, division, dissolution, liquidation or change of the company form; Make resolutions in the form of a company;
(x) amend the articles of Association;
