Securities code: 003041 securities abbreviation: Zhejiang Truelove Vogue Co.Ltd(003041) Announcement No.: 2022-005 Zhejiang Truelove Vogue Co.Ltd(003041)
Announcement on Amending Some Provisions 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.
The 12th meeting of the third board of directors of Zhejiang Truelove Vogue Co.Ltd(003041) (hereinafter referred to as “the company”) deliberated and adopted the proposal on Amending Some Provisions of the articles of association. The above proposal needs to be submitted to the general meeting of shareholders for deliberation. The specific circumstances are as follows: I. description of amending some provisions of the articles of association
In accordance with the provisions of the company law, the guidelines for the articles of association of listed companies, the Listing Rules of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents, and in accordance with the suggestions on the amendment of the articles of association put forward to the company by the CSI small and medium investors Service Center in the shareholders’ proposal letter, In accordance with the provisions of laws, regulations and normative documents such as announcement [2022] No. 2 of China Securities Regulatory Commission – Announcement on publishing the guidelines for the articles of association of listed companies (revised in 2022), and in combination with the actual situation, the company plans to amend some contents of the articles of Association, as follows: 1. Amendment provisions of the articles of association:
Original clause revised clause
Article 23 Article 23
Under the following circumstances, the company may purchase its own shares in accordance with laws and administrative laws. However, there are the following circumstances, departmental rules and the articles of association, except for the acquisition of one of the forms 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 ESOP or equity incentive (III) use shares for ESOP or equity incentive;
Excitation; (IV) the shareholders request the company to purchase their shares due to their objection to the company merger and division resolution made by the general meeting of shareholders; (IV) the shareholders request the company to purchase their shares due to their objection to the company merger and division resolution made by the general meeting of shareholders; Dissent from the division resolution and require the company to purchase its shares; (V) converting shares into convertible bonds issued by listed companies;
Corporate bonds converted into shares; (VI) necessary for the company to maintain the company’s value and shareholders’ rights and interests (VI) necessary for the listed company to maintain 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 Article 24
A company may acquire its own shares through a public company, or through a public centralized transaction, or through laws, regulations and the CSRC, or other methods recognized by laws, administrative regulations and China. Other methods approved by the CSRC.
If the company acquires its shares due to the circumstances specified in Item (III), item (V) and item (VI) of paragraph 1 of Article 23 of the articles of association, it shall purchase its shares through public centralized transactions, It shall be conducted through open centralized trading. Method.
Article 25 Article 25
Article 23 (I) and (II) of the articles of association shall be adopted due to the circumstances specified in items (I) and (II) of the articles of association. The company shall be subject to the resolution of the general meeting of shareholders in accordance with Article 2 of the articles of association. If the company purchases the shares of the company under the circumstances specified in Item (III), (V) of paragraph 1 of Article 23 and item (III), (V) and (VI) of paragraph 1 of Article 13 of the articles of association, and can purchase the shares of the company under the circumstances specified in Item (VI), it can be in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders, in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders, The resolution of the board meeting attended by more than two-thirds of the directors and the resolution of the board meeting attended by more than two-thirds of the directors. Discussion.
In accordance with paragraph 1 of Article 23 of the articles of association, if the company purchases the shares of the company in accordance with paragraph 1 of Article 23 of the articles of association and belongs to item (I), it shall be cancelled within 10 days from the date of acquisition; Article (II) shall be cancelled within 10 days from the date of acquisition; In the case of items (II) and (IV), it shall be transferred within 6 months; in the case of item (IV), it shall be transferred or cancelled within 6 months; Belonging to item (III), (V), transfer or cancellation; In the case of item (III), (V) and (VI), and in the case of item (VI) of the company jointly held by the company, the total number of shares held by the company shall not exceed the total issued shares of the company, and the number of shares shall not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within 3 years. And shall be transferred or cancelled within three years.
Article 29 Article 29
Directors, supervisors, senior managers, shareholders holding more than 5% of the company’s shares, directors and shareholders holding more than 5% of the company’s shares sell their own business affairs, supervisors and senior managers within 6 months after buying the company’s shares, Or buy the company’s shares or other equity securities within 6 months after the purchase, and the proceeds will be sold or owned by the company within 6 months after the sale, and the board of directors of the company will recover the proceeds. However, the proceeds from the purchase shall be owned by the company. The company is a securities company. The board of directors will recover its income due to the underwriting of the remaining after-sales shares purchased by the securities company. However, if a securities company has more than 5% of the shares, the sale of the shares is not subject to the restriction of holding more than 5% due to the purchase of the remaining shares after the package sale within 6 months. Except for those who hold shares and other circumstances stipulated by the CSRC.
If the board of directors of the company fails to comply with the provisions of the preceding paragraph, the directors, supervisors, senior managers and shareholders referred to in the preceding paragraph shall have the right to require the board of directors to perform within 30 days. If the company’s directors, natural persons and shareholders’ shares or other equity meetings are not executed within the above-mentioned period, the shareholders have the right to directly file a lawsuit in the people’s court in their own name and use the shares or other equity shares held in other people’s accounts for the interests of the company’s pledged securities, including those held by their spouses, parents and children. Securities of a proprietary nature.
If the board of directors of the company fails to comply with the provisions of paragraph 1 of this article, the responsible directors shall bear joint and several liabilities according to law. If yes, 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 of this article, the responsible directors shall bear joint and several liabilities according to law.
Article 40 Article 40
（13） Review the purchase and sale of major assets by the company within one year (13) review the matters that the purchase and sale of major assets by the company within one year exceeds 30% of the company’s latest audited total assets and exceeds 100% of the company’s latest audited total assets; 30. Other matters;
（15） Review the equity incentive plan; （15） Review the equity incentive plan and employee stock ownership plan;
Article 41 Article 41
The following external guarantee acts of the company shall be examined and approved by the board of directors. The following external guarantee acts of the company shall be examined and approved by the general meeting of shareholders after being examined and approved by the board of directors:
(I) any guarantee provided by the company and its holding subsidiaries after the total amount of external guarantee to (I) the company and its holding subsidiaries reaches or exceeds the total amount of audited net external guarantee in the latest period and exceeds 50% of the assets of audited net assets in the latest period; Any guarantee provided after 50%;
(II) any guarantee provided after the total amount of external guarantee provided by the company and its holding subsidiaries to (II) the company and its holding subsidiaries reaches or exceeds the total amount of external guarantee audited in the latest period and exceeds 30% of the total assets audited in the latest period; Any guarantee provided after 30%;
(III) guarantee with asset liability ratio exceeding 70%; and (III) guarantee with amount exceeding that provided by the company within one year; Guarantee of 30% of the total assets audited in the latest period; (IV) the amount of a single guarantee exceeds 10% of the company’s latest audited net assets with an asset liability ratio of more than 70%; The guarantee provided by the guarantee object;
(V) within 12 consecutive months, the guarantee amount exceeds 30% of the company’s total assets audited in the latest period; Audit the guarantee of 10% of the net assets;
(VI) the guarantee amount exceeds 50% of the latest audited net assets of the company’s shareholders, actual controllers and their affiliates within 12 consecutive months, and the absolute amount or the guarantee provided by other affiliates;
More than 50 million yuan; (VII) other guarantees provided to shareholders, actual controllers and their affiliates by Shenzhen Stock Exchange or the articles of association.
Or other related parties; When the board of directors deliberates on external guarantees, it shall be deliberated and approved by more than two-thirds of the directors attending (VIII) the meeting of Shenzhen Stock Exchange or the articles of association.
Other guarantees. When the general meeting of shareholders deliberates on external guarantees, it shall be approved by the board of directors. When deliberating on external guarantees, it shall be approved by more than half of the voting rights held by the shareholders present at the meeting. However, more than two-thirds of the directors at the meeting deliberated and agreed. When the general meeting of shareholders deliberates the guarantee matters in Item (III) above,
When the general meeting of shareholders deliberates on the external guarantee, it shall be approved by more than half of the voting rights held by the shareholders present at the meeting. But the above passed.
When the general meeting of shareholders deliberates the guarantee matters in Item (V) above, the general meeting of shareholders deliberates the proposal to provide guarantee for shareholders, actual controllers and their related persons or other related persons who should obtain two-thirds of the voting rights held by shareholders attending the meeting. The shareholder or the shareholder controlled by the actual controller shall not be considered as the shareholder, the actual controller and participate in the voting at the general meeting of shareholders. The voting shall be passed by more than half of the voting rights held by other shareholders when the proposal of providing guarantee by its affiliates or other affiliates attending the general meeting of shareholders is adopted. The shareholder or the shareholder controlled by the actual controller shall not participate in the voting, which shall be approved by more than half of the voting rights held by other shareholders attending the general meeting of shareholders.
Article 50 Article 50
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If the board of supervisors agrees to convene an extraordinary general meeting of shareholders, it shall, if the board of supervisors agrees to convene an extraordinary general meeting of shareholders, send a notice of convening the general meeting of shareholders within 5 days after receiving the request, and send a notice of convening the general meeting of shareholders within 5 days after receiving the request. Any change to the original proposal in the notice shall be subject to the change to the original request in the notice of relevant shareholders, The consent of relevant shareholders shall be obtained. Your consent.
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Article 51
