Securities code: 002782 securities abbreviation: Shenzhen Click Technology Co.Ltd(002782) Announcement No.: 2022-012 Shenzhen Click Technology Co.Ltd(002782)
Announcement on amendments to 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 accordance with the relevant provisions of the company law of the people's Republic of China (revised in 2018), the guidelines for the articles of association of listed companies (revised in 2022) and the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the company held the 11th meeting of the 4th board of directors on February 22, 2022 and considered and adopted the proposal on Amending the articles of association, Revised some articles of the articles of association.
The amendment of the articles of association needs to be submitted to the general meeting of shareholders of the company for deliberation. The specific revision comparison is as follows:
Before and after revision
Article 1 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors, standardize the organization and behavior of the company, and standardize the organization and behavior of the company in accordance with the company law of the people's Republic of China (hereinafter referred to as the company law of the people's Republic of China) (hereinafter referred to as the company law) Securities Law of the people's Republic of China (the "company law"), securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), China Securities Law (hereinafter referred to as the "Securities Law") The articles of association of listed companies issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") refer to the chapter introduction of listed companies (revised in 2019) and the guidelines for the stock ticketing process of Shenzhen Stock Exchange (revised in 2022) issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") The articles of association are formulated in accordance with the Shenzhen Securities Listing Rules (revised in 2020) (hereinafter referred to as the stock listing rules of the exchange (revised in 2022) (the "Stock Listing Rules") and other relevant regulations (hereinafter referred to as the "Stock Listing Rules"). The articles of association are formulated in accordance with other relevant provisions.
Article 18 the company is owned by Shenzhen Click Technology Co.Ltd(002782) Technology (Shenzhen). Article 18 the company is owned by the shareholder of Shenzhen Click Technology Co.Ltd(002782) Technology (Shenzhen) Co., Ltd., the shareholder of Laibin Shengyan Enterprise Management Co., Ltd., the shareholder of Ganzhou Shengyan Investment Co., Ltd. (former name: Shenzhen Shengyan Investment Co., Ltd.), the former name: Shenzhen Shengyan Investment Co., Ltd Laibin Shenzhen Click Technology Co.Ltd(002782) Technology Co., Ltd. is the initiator, with keshengyan Enterprise Management Co., Ltd. and Shenzhen Click Technology Co.Ltd(002782) technology lik Technology (Shenzhen) Co., Ltd. audited net Co., Ltd. as the initiator, The audited net assets of Shenzhen Click Technology Co.Ltd(002782) Technology (Shenzhen assets (the base date is July 31, 2010) Co., Ltd. (120000000.00 of 173362882.55 yuan on the base date is July 31, 2010) is 173362882.55 yuan as the capital contribution for the overall change of the establishment, and 120000000.00 yuan at the time of the establishment of the company is used as the capital contribution for the overall change of the number of shares subscribed by each initiator and their respective sponsors When the company is established, the promoters and their respective
Before and after revision
The proportion is as follows: the number of shares purchased and the proportion of capital contribution are as follows:
Number of cases (%) (10000 shares) (%)
Guest Shengyan enterprise 6060 50.50 Ganzhou Shengyan investment 6060 50.50
Management Co., Ltd. Capital Co., Ltd
Shenzhen Click Technology Co.Ltd(002782) science and technology 5940 49.50 Shenzhen Click Technology Co.Ltd(002782) science and technology 5940 49.50
Co., Ltd
Total 12000 100.00 total 12000 100.00
Article 29 directors, supervisors and senior managers of the company Article 29 directors, supervisors and senior managers of the company, shareholders holding more than 5% of the shares of the company, and employees and shareholders holding more than 5% of the shares of the company sell their shares of the company or other owned shares within 6 months after buying them, Or buy within 6 months after the sale, sell the securities of the right nature within 6 months after the purchase, or the proceeds therefrom belong to the company, and the directors of the company buy again within 6 months after the sale, and the proceeds therefrom will be recovered by the receiving Committee. However, the securities public welfare belongs to the company, and the board of directors of the company will recover 5% of the company's earnings from the company's purchase of after-sales surplus shares due to underwriting. However, if a securities company purchases shares on an exclusive basis and sells the shares without being limited to six months, it holds more than 5% of the shares after selling the remaining shares. And other circumstances stipulated by the CSRC, except that the board of directors of the company fails to implement the provisions of the preceding paragraph. East has the right to require the board of directors to implement within 30 days. If the directors, supervisors, senior managers and the board of directors mentioned in the preceding paragraph of the company fail to implement within the above-mentioned time limit, the shareholders have the shares or other equity held by natural persons and directly file a lawsuit with the people's court in their own name for the interests of the company, including their spouses, parents and children. Shares held by women and held in other people's accounts or other equity securities not executed by the board of directors of the company in accordance with paragraph 1. The responsible directors shall be jointly and severally liable according to law. If the board of directors of the 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. If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people's court in their own name for the benefit of the company.
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.
Article 40 the general meeting of shareholders is the authority of the company. Article 40 the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law: exercise the following functions and powers according to law:
(I) determine the company's business policy and investment plan; (I) determine the company's business policy and investment plan; (II) election and replacement of directors and supervisors not held by employee representatives; (II) election and replacement of directors and supervisors not held by employee representatives, decision on the reporting of relevant directors and supervisors to directors and supervisors, and decision on the remuneration of relevant directors and supervisors; Remuneration matters;
(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; (V) review and approve the company's annual financial budget plan and final settlement plan; Project and final settlement plan;
Before and after revision
(VI) review and approve the company's profit distribution plan and (VI) review and approve the company's profit distribution plan and loss recovery plan; Loss recovery plan;
(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; Issue resolutions;
(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 and liquidation of the company (IX) make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company; Or make a resolution on changing the form of the company;
(x) amend the articles of Association; (x) amend the articles of Association;
（11） (11) make resolutions on the employment and dismissal of accounting firms by the company; Resolutions made;
（12） (12) to examine and approve the Guarantees specified in Article 41; Insurance matters;
（13） Review the purchase and sale of the company within one year (XIII) review the matters that the purchase and sale of major assets by the company within one year exceeds the latest audited total assets of the company, and the major assets exceed 30% of the latest audited total assets of the company; 30% of production;
（14） Deliberating and approving the change of the purpose of the raised funds (14) deliberating and approving the change of the purpose of the raised funds; Item;
（15） Review the equity incentive plan; （15） Review equity incentive plans and employee stock ownership (16) review laws, administrative regulations and departmental plans; (XVI) review laws, administrative regulations, departmental regulations and other matters that shall be decided by the general meeting of shareholders in accordance with the provisions of this chapter or the articles of association. Other matters that shall be decided by the general meeting of shareholders in accordance with the provisions of this chapter or the articles of association.
Article 49 If the board of supervisors or shareholders decide to convene the shareholders' meeting on their own, they shall notify the board of directors in writing. If the shareholders' meeting is held together, they shall notify the board of directors in writing. At the same time, they shall report to the dispatched office of the CSRC where the company is located and timely report to the dispatched office of the CSRC and the stock exchange where the company is located. Stock exchange filing.
Before the announcement of the resolution of the general meeting of shareholders, the convening shareholders shall hold shares. Before the announcement of the resolution of the general meeting of shareholders, the proportion of shares held by the convening shareholders shall not be less than 10%. The proportion shall not be less than 10%. The convening shareholders shall convene the shareholders not later. When issuing the notice of the general meeting of shareholders and when issuing the notice of the general meeting of shareholders, the shareholders shall promise to submit relevant certificates to the local office of the CSRC and the stock exchange between the date of the general meeting of shareholders of China Securities Regulatory Commission where the company is located and the date of the general meeting of shareholders, without reducing their shares of the company and disclosing them.
Clear materials. The board of supervisors or convening shareholders shall submit relevant supporting materials to the dispatched office of the CSRC and the stock exchange where the company is located when issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders.
Article 55 the notice of the general meeting of shareholders shall include the following contents:
(I) time, place and duration of the meeting; (I) time, place and duration of the meeting; (II) matters and proposals submitted to the meeting for deliberation; (II) matters and proposals submitted to the meeting for deliberation; (III) description in obvious words: all ordinary shares (III) description in obvious words: all ordinary shares
Before and after revision
All shareholders (including preferred shareholders whose voting rights have been restored) have the right to attend the general meeting of shareholders, and can entrust their agents in writing to attend the general meeting of shareholders, and can entrust their agents in writing to attend the meeting and vote. The agent of the shareholder can attend the meeting and vote, The proxy need not be a shareholder of the company; A person need not be a shareholder of the company;
(IV) equity registration of shareholders entitled to attend the general meeting of shareholders (IV) equity registration date of shareholders entitled to attend the general meeting of shareholders; Date recording;
(V) name and telephone number of permanent contact person for conference affairs. (V) name and telephone number of permanent contact person for conference affairs; (VI) voting time and procedures by network or other means.
Article 57 after the notice of the general meeting of shareholders is issued, there is no correction. After the notice of the general meeting of shareholders is issued, the general meeting of shareholders shall not be postponed or cancelled without justified reasons. For stock reasons, the general meeting of shareholders shall not be postponed or cancelled, and the proposals listed in the notice of the general meeting of shareholders shall not be cancelled. The proposals listed in the notice of the first East Conference shall not be cancelled. In case of postponement or cancellation, the convener shall immediately postpone or cancel
