Announcement No. ឫឫ߭ឫឫឫ߭ឫ
Announcement on Amending the articles of Association
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Eastroc Beverage (Group) Co.Ltd(605499) (Group) Co., Ltd. (hereinafter referred to as “the company”) held the 13th meeting of the second board of directors on February 25, 2022, deliberated and adopted the proposal on Amending the articles of association, as follows:
According to the guidelines for the articles of association of listed companies (revised in 2022) issued and implemented by the China Securities Regulatory Commission, the articles of association are partially revised. In order to further strengthen the protection of the legitimate rights and interests of small and medium-sized investors and improve the articles of association, the following contents are proposed to be revised:
Remarks after revision of the original terms
Chapter I Article 12 the company shall establish a Communist Party organization and carry out the activities of the party’s articles of association in accordance with the provisions of the revision process of the chapter of the Communist Party of China. The company provides necessary guidelines and requirements for the activities of the party organization. New party organization construction
Chapter III, Section III, Article 29, Chapter III, Section III, Article 30
However, if a securities company purchases the remaining after-sales shares due to underwriting, but the securities company holds more than 5% of the shares due to the purchase of the remaining shares after underwriting, and sells the shares without voting and holds more than 5% of the shares, and
Limited by 6 months. Except for other circumstances stipulated by the CSRC. Adjust the expression of the shares held by the directors, supervisors, senior managers and clearly defined natural person shareholders or other owned shares mentioned in the preceding paragraph
Securities in the nature of rights, including their spouses, parents and children
Shares held by women and held in other people’s accounts; or
Other equity securities.
Article 40, paragraph 12, Section 2 of Chapter IV deliberates and approves the guarantee matters specified in Article 41, paragraph 12, Section 2 of Chapter IV; Article 15 approve the guarantee matters specified in Article 42; Article 10. Review the equity incentive plan. Section 5. Review the equity incentive plan and employee stock ownership plan. Employee stock ownership plan
Article 41 of section 2 of Chapter IV Article 42 of section 2 of Chapter IV the following external guarantees of the company shall be examined and approved by the general meeting of shareholders. The guarantee behavior shall be deliberated and approved by the general meeting of shareholders. (III) according to the calculation principle that the guarantee amount has accumulated within 12 consecutive months (III) any guarantee provided by the company and its holding subsidiaries after exceeding the total audited net guarantee amount of the company in the latest period, exceeding 50% of the assets of the listed company in the latest period, and the absolute amount exceeds 30% of the total assets of 50 million; The articles of association after is more than RMB yuan; The external guarantee that should be approved by the general meeting of shareholders must be subject to the guarantee in Item (II) of the preceding paragraph as required by the guidelines, and can only be submitted to the general meeting of shareholders for modification and approval after being reviewed and approved by the board of directors attending the meeting. The general meeting of shareholders has considered the addition of new shareholders in paragraph (II) of this article. The guarantee shall be approved by more than 2 / 3 of the shareholders attending the meeting who violate the voting rights. When the general meeting of shareholders has the right to review and approve the matters guaranteed in paragraph (VI) of this article, the shareholders limited, deliberated or controlled by the actual controller shall not participate in the responsibility of the procedure and the voting, The voting must be approved by more than half of the voting rights held by other shareholders attending the shareholders’ meeting. Yes. The general meeting of shareholders violates the examination and approval authority and
Those who violate the examination and approval authority and the examination and approval agenda
The relevant shareholders of the company shall be jointly and severally liable.
Article 49 of section III of Chapter IV the board of supervisors or shareholders Article 50 of section III of Chapter IV if the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own according to the newly revised decision, they shall notify the directors in writing. If they decide to convene the general meeting of shareholders on their own, they shall notify the directors in writing that the articles of association refers to the board of directors, and report to the board of China Securities Regulatory Commission where the company is located and the stock exchange for filing at the same time.
The amendment shall be quoted and filed with the local offices and stock exchanges. The board of supervisors or the convening shareholders shall delete the certificate to the general meeting of shareholders, and the convening shareholders shall submit it to the dispatched office of the securities and Exchange Commission when issuing the notice of the general meeting of shareholders, the notice of shareholders and the announcement of the resolution of the general meeting of shareholders
When the resolution of the general meeting is announced, relevant supporting materials shall be submitted to the China stock exchange where the company is located. The local offices of the voluntary Regulatory Commission and the stock exchange shall submit relevant certification materials.
Chapter IV, Section VI, Article 78, paragraph 4, Chapter IV, Section VI, Article 79, paragraph 4
The shareholder’s purchase of voting shares of the company violates the certificate
Paragraph 1 and 2 of Article 63 of the Securities Law
The shares exceeding the specified proportion shall not exercise voting rights within 36 months after the purchase of the new shares, and
Not included in the total number of shares with voting rights attending the general meeting of shareholders
Count.
Article 78 section 4 Article 76
The board of directors and independent directors of the company and the board of directors and independent directors of the company meeting relevant regulations hold 1%
Qualified shareholders may publicly solicit shareholders’ voting rights. The shareholders of the above voting shares may be established in accordance with the laws, administrative regulations or the provisions of the CSRC
Institutional investors can be protected by public solicitation
Voting rights.
Article 80 of section 6 of Chapter IV the company shall
On the premise of legality and effectiveness, the East general meeting will give priority to providing modern information technology means such as online voting charter platform through various revision methods and ways to facilitate shareholders’ participation in the general meeting. Article 87, paragraph 1, section 6, Chapter IV, shareholders’ meeting Article 87, paragraph 1, section 6, Chapter IV, shareholders’ meeting shall elect two shareholders’ representatives to participate in vote counting and supervision before voting on the proposal. The representatives of the East participated in the counting and scrutinizing of votes. If the adjustment statement of the matters under consideration has an interest with the shareholders, and the relevant shareholders and agents have an association with the shareholders, the relevant shareholders and agents
No one may participate in counting or scrutinizing votes. No one may participate in counting or scrutinizing votes.
Article 108 of section 2 of Chapter V Article 108 of section 2 of Chapter V
The following functions and powers: the following functions and powers: donation matters (VIII) are within the scope of authorization of the general meeting of shareholders, and the company (VIII) is within the scope of authorization of the general meeting of shareholders to decide on the company’s foreign investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management Related party transactions and other external guarantees, entrusted financial management, related party transactions
matter; External donations and other matters;
The board of directors shall determine the company’s foreign investment, acquisition and sale, and the board of directors shall determine the company’s foreign investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted assets, asset mortgage, external guarantee and entrustment
Increase the authority of external financial management and related party transactions, and establish strict authority to review financial management, related party transactions and external donations
Verification and decision-making procedures for donation matters: for major investment projects, strict examination and decision-making procedures shall be organized: relevant experts and professionals of major investment projects shall be reviewed and reported to the shareholders, and relevant experts and professionals shall be organized for evaluation
Approved by the Eastern Conference; Review and report to the general meeting of shareholders for approval;
In accordance with paragraph 3 of Article 111, Section 2 of Chapter V, if the board of directors violates the approval authority and review procedures of external guarantees, the directors shall be required to bear joint and several liabilities in violation of the relevant guidelines of the approval authority and review procedures. The newly added board of directors violates the approval authority and deliberation procedures
