Hichain Logistics Co.Ltd(300873)
Comparison table of amendments to the articles of Association
Hichain Logistics Co.Ltd(300873) in accordance with the relevant provisions of the guidelines for the articles of association of listed companies (revised in 2022) recently released by the CSRC, the articles of association are revised, and the specific provisions are revised as follows:
Articles of association after modification
Article 2 the company is a joint stock limited company established in accordance with the company law and Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions. Other joint stock limited companies established in accordance with relevant provisions. The company is established in Jiangsu Haichen Logistics Co., Ltd. based on Jiangsu Haichen Logistics Co., Ltd. through overall change; Initiate the establishment in the form of overall change on the basis of the company; The company is registered in Suzhou administration for Industry and commerce, and the registration department is registered in Suzhou market supervision administration and obtains the business license. The unified social credit code is 913205095810498801. 913205095810498801。
Article 12 (new in this article) the company shall establish a Communist Party organization and 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 24 under the following circumstances, the company may not acquire its own shares in accordance with laws, administrative regulations, departmental rules and regulations. However, except for one of the following circumstances: purchase the shares of the company in accordance with the provisions of the articles of association: (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 of the company; (III) use shares for employee stock ownership plan (III) use shares for employee stock ownership plan or equity incentive;
Or equity incentive; (IV) the shareholders request the company to purchase their shares because they disagree with the resolution on merger and division of the company made by the general meeting of shareholders (IV) the shareholders request the company to purchase their shares because they disagree with the resolution on merger and division of the company made by the general meeting of shareholders;
Acquiring its shares; (V) use the shares to convert the company and issue (V) use the shares to convert the convertible corporate bonds of the listed company;
Articles of association after modification
Issued corporate bonds convertible into shares; (VI) the company is necessary to maintain the value and equity of the company. (VI) the listed company is necessary to maintain the value and equity of the company. And shareholders’ equity.
Except for the above circumstances, the company will not buy or sell its shares.
Article 26 Where the company purchases its shares due to the circumstances of Article 20, paragraph 1 (I) and (II) of Article 23 and paragraph 1 (I) and (II) of Article 4 of the articles of association, the acquisition of its shares shall be subject to the general meeting of shareholders, and the resolution of the general meeting of shareholders shall be adopted; The company has made a resolution at the meeting in accordance with Article 23 of the articles of Association; If the company purchases its shares under the circumstances specified in Item (III), (V) and (VI) (III), (V) and (VI) of paragraph 1 of Article 24 of the articles of association, or can purchase its shares under the circumstances specified in item, it can be authorized to attend the board of directors by more than two-thirds of the directors in accordance with the provisions of this chapter or the shareholders’ meeting, Resolutions of the board meeting attended by more than two-thirds of the directors. Resolution of the meeting.
After the company purchases the shares of the company in accordance with Article 23, paragraph 1 of the articles of association, if the company purchases the shares of the company in accordance with paragraph 1 of Article 24 of the articles of association, if it belongs to item (I), it shall be cancelled within 10 days from the date of acquisition; if it belongs to item (I), it shall be cancelled within 10 days from the date of acquisition; Cancellation in case of items (II) and (IV); In the case of items (II) and (IV), it shall be transferred or cancelled within 6 months. If any, it shall be transferred or cancelled within 6 months. In the case of items (III), (V) and (VI), and in the case of the company’s shares 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 shall not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within 3 years. 10%, and shall be transferred or cancelled within three years.
Article 30 directors, supervisors and senior managers of the company Article 30 directors, supervisors and senior managers of the company, managers holding more than 5% of the company’s shares and shareholders holding more than 5% of the company’s shares shall sell the company’s shares or other shares held by them within 6 months after buying them, Or within 6 months after the sale, the bonds with equity nature are bought again within 6 months after the purchase, and the income from this will belong to the company. If they are sold or bought again within 6 months after the sale, the board of directors of the company will recover their income. However, the income thus obtained belongs to the company. The board of directors of the company is that the securities company will recover its income from the purchase of after-sales surplus shares due to underwriting. However, if the securities company holds more than 5% of the shares, the sale of the shares is not limited by the 6-month time limit for the company to hold 5% of the remaining after-sales shares due to underwriting. The above shares, as well as the board of directors of the company specified by the CSRC, do not execute in accordance with the provisions of the preceding paragraph, except under other circumstances.
Articles of association after modification
The shareholders have the right to require the board of directors to act as the director, supervisor and senior manager mentioned in the preceding paragraph within 30 days. If the board of directors of the company fails to execute the shares or other shares held by the executive or natural person shareholders within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people’s court in the name of their own equity securities, including their spouses, parents and, for the benefit of the company. The board of directors of the company does not vote or other equity securities in accordance with the provisions of paragraph 1.
In case of execution, the responsible directors shall be jointly and severally liable according to law. The board of directors of the company shall not be liable in accordance with paragraph 1 of this article. If the decision is to be implemented, 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 38 The shareholders of the company shall undertake the following obligations Article 38 The shareholders of the company shall undertake the following obligations:
(I) abide by laws, administrative regulations and this chapter (I) abide by laws, administrative regulations and these articles of Association; Process;
(II) pay the share capital according to the shares subscribed by them and the way of the shareholder (II) pay the share capital according to the shares subscribed by them and the way of the shareholder; Pay the share capital in cash;
(III) no withdrawal of shares except as provided by laws and regulations (III) no withdrawal of shares except as provided by laws and regulations; No withdrawal;
(IV) not abusing shareholders’ rights to damage the company; (IV) not abusing shareholders’ rights to damage the interests of the company or other shareholders; Shall not abuse the interests of the company or other shareholders; The independent status of the legal person and the limited liability of shareholders in the company law shall not be abused to damage the independent status of the public and the limited liability of shareholders to damage the interests of the creditors of the company; The shareholders of the company abuse the rights of shareholders and the interests of creditors; Where a shareholder of a company abuses the rights and interests of shareholders and causes losses to the company or other shareholders, and should cause losses to the company or other shareholders, he shall be liable for compensation according to law. Bear the liability for compensation according to law.
The shareholders of the company abuse the independent status of the company as a legal person (V) laws, administrative regulations, the procedures of this chapter and the limited liability of shareholders to evade debts and seriously damage other obligations they should bear. If the company’s creditors have interests, they shall be liable for the company’s debts. The company’s shareholders abuse their rights to the company or bear joint and several liabilities. If the shareholder causes losses to other shareholders, it shall bear (V) the liability for compensation according to laws, administrative regulations and the procedures of this chapter. Corporate shareholders abuse corporate independence
Articles of association after modification
Other obligations that should be undertaken. Status and limited liability of shareholders, evade debts and seriously damage the interests of creditors of the company, they shall be jointly and severally liable for the debts of the company.
Article 41 the general meeting of shareholders is the authority of the company. It exercises the following functions and powers according to law:
(I) decide on the company’s business policy and investment plan (I) decide on the company’s business policy and investment plan; Funding plan;
(II) elect and replace directors and supervisors who are not staff representatives; (II) elect and replace directors and supervisors who are not staff representatives, decide on the directors and supervisors who are relevant directors and supervisors, and decide on the remuneration of relevant directors and supervisors;
Remuneration for the event; (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 plan (V) review and approve the company’s annual financial budget plan and final settlement plan;
Budget plan and final account plan; (VI) review and approve the company’s profit distribution (VI) review and approve the company’s profit distribution plan and loss recovery plan;
Plan and 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;
Make resolutions on 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 and dissolution of the company; (IX) make resolutions on the merger, division, dissolution, liquidation or change of the company form;
Make resolutions on liquidation or change of company form; (x) amend the articles of Association;
(x) amend the articles of Association; （11） (11) make resolutions on the employment and dismissal of accounting firms;
The certified public accountants office makes a resolution; （12） Review and approve the guarantee matters specified in Article 42 of the articles of Association;
（12） Deliberating and approving Article 4 (13) of the articles of association, deliberating the guarantee matters specified in Article 11 of the company’s purchase within one year; The purchase or sale of major assets exceeds 30% of the total audited assets purchased by the company within one year in the latest (XIII) review;
Articles of association after modification
The purchase or sale of major assets exceeds 30% of the audited total assets of the raised capital reviewed and approved in the latest (XIV) period of the company; Purpose of the fund;
（14） Review and approve the change of raised funds (15) review the equity incentive plan and the use of funds; Employee stock ownership plan;
（15） Review the equity incentive plan; （16） Review laws, administrative regulations and departmental rules
