Securities code: Beijing Aritime Intelligent Control Co.Ltd(600560) securities abbreviation: Beijing Aritime Intelligent Control Co.Ltd(600560) No.: pro 2022003
Beijing Aritime Intelligent Control Co.Ltd(600560)
Announcement on Amending the articles of association and the rules of procedure of the general meeting of shareholders
The board of directors and all directors of the company guarantee that there are no false records and misleading statements in the contents of this announcement
State or major omissions, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Beijing Aritime Intelligent Control Co.Ltd(600560) (hereinafter referred to as "the company") was established on March 3, 2022
The 7th Meeting of the 8th board of directors was held on August, and the "on Amending the Beijing Beijing Aritime Intelligent Control Co.Ltd(600560) smart
Proposal on Amending the articles of association of Beijing Beijing Aritime Intelligent Control Co.Ltd(600560) Intelligent Control Co., Ltd
Proposal on the rules of procedure of the general meeting of shareholders of the company. Relevant matters are hereby announced as follows:
1、 Reasons and basis for revision
In order to further improve the standard operation level and improve the corporate governance structure, the company
Securities law, guidelines for the articles of association of listed companies, listing rules of Shanghai Stock Exchange, articles of association of central enterprises
The latest provisions of the guidelines (for Trial Implementation) and other relevant laws, regulations and normative documents, combined with the actual situation of the company
The articles of association and the rules of procedure of the general meeting of shareholders have been systematically combed and revised.
2、 The specific amendments to the articles of association are as follows:
Preface original revision
number
Article 1 in order to safeguard the legitimacy of the company, shareholders and creditors, Article 1 to regulate the rights and interests of Beijing Beijing Aritime Intelligent Control Co.Ltd(600560) intelligent control shares, standardize the organization and behavior of the company, adhere to and strengthen the company law of the people's Republic of China (hereinafter referred to as the company Law) and face-to-face leadership in accordance with the organization and behavior of China Limited, and improve the corporate governance structure of the company, Establish the securities law of the people's Republic of China (hereinafter referred to as the law on modern enterprise system with securities characteristics, safeguarding the company, shareholders and creditor's rights) and other relevant provisions, and formulate these articles of association. According to the company law of the people's Republic of China (hereinafter referred to as the company law) and the securities law of the people's Republic of China (hereinafter referred to as the Securities Law) Law of the people's Republic of China on state owned assets of enterprises, Interim Regulations on the supervision and administration of state owned assets of enterprises, and the system of articles of association of state owned enterprises
These articles of association are formulated in accordance with laws, administrative regulations, rules, normative documents and other relevant provisions, such as the administrative measures for the establishment of the articles of association.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant regulations (hereinafter referred to as the "company"). Division ").
The company was established in the form of sponsorship by the State Economic and trade enterprise company of the State Economic and Trade Commission and approved by the State Economic and trade enterprise reform [1999] No. 1228 document of the State Economic and Trade Commission; Approved by document [1999] No. 1228, it is established in the form of initiation; Registered in Beijing Administration for Industry and commerce, obtained the registration of Beijing municipal market supervision administration and obtained the business license with the business license number of 11 Shenzhen Properties & Resources Development (Group) Ltd(000011) 14148. The business license number is 11 Shenzhen Properties & Resources Development (Group) Ltd(000011) 14148.
Article 4 the company shall establish the organization of the Communist Party of China, establish the working organization of the party, carry out the work of the party and ensure the working funds of the party organization in accordance with the articles of association of the Communist Party of China.
(the following clauses shall be postponed accordingly)
Article 4 registered name of the company: Beijing Beijing Aritime Intelligent Control Co.Ltd(600560) intelligent article 5 registered name of the company: Beijing Beijing Aritime Intelligent Control Co.Ltd(600560) Intelligent Control Co., Ltd
The English name of the company is: Beijing aritime Intelligent Control Co., Ltd. Intelligent Control Co., Ltd
Company domicile: No. 6, Fufeng Road, Fengtai Science City, Beijing
Postal Code: 100070
5. Delete the original article 5. Company domicile: No. 6, Fufeng Road, Fengtai Science City, Beijing
Postal Code: 100070
Article 7 the company is a permanent joint stock limited company. Article 7 the company is a permanent joint stock limited company with a long term of operation.
Article 11 other senior managers mentioned in the articles of association Article 11 other senior managers mentioned in the articles of association refer to the deputy manager, Secretary of the board of directors and chief financial officer of the company. Deputy manager, Secretary of the board of directors, chief financial officer (financial principal) and general counsel of the company.
8 new article 12 the company adheres to the rule of law and strives to build a rule of law enterprise with perfect governance, operation compliance, standardized management, law-abiding and integrity.
(the following clauses shall be postponed accordingly)
Article 13 after registration according to law, the business scope of the company is: Article 14 after registration according to law, the business scope of the company is: technology development, technology transfer, technology consulting, technology development, technology transfer, technology consulting, technology training and technical services of automatic automation system; Manufacturing and sales of computer control department training and technical services; Manufacture and sell computer control system software, hardware and network products, intelligent control software and hardware and supporting equipment, hardware and software and supporting equipment, equipment, electrical transmission devices and supporting equipment, electronic components, electrical transmission devices and supporting equipment, electronic components and supporting instruments of control system; Undertake system integration engineering. Self operated and modern supporting instruments; Undertake system integration engineering; Software development; Import and export of all kinds of goods and technologies (except the research and development and manufacturing of mechanical equipment and electrical equipment limited by the state) (except the goods and technologies limited to production and business in other ports or prohibited from import and export). Production and business activities), sales; Self operated and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies that the state restricts the company to operate or prohibits the import and export).
Article 18 the promoters of the company are metallurgical automation research and Design Institute, Article 19 the promoters of the company are metallurgical automation research and Design Institute, Beijing Fufeng high tech Development Corporation, Beijing Electromechanical Research Institute, Co., Ltd., Beijing Fufeng high tech Development Corporation, Beijing guoyexing Automation Engineering Co., Ltd., Shenzhen heelectromechanical research Institute Beijing guoyexing Automation Engineering Co., Ltd. Gongbin Industrial Co., Ltd. subscribed for 43.535 million shares and Shenzhen Hebin Industrial Co., Ltd. respectively. The number of shares subscribed was divided into shares, 1.43 million shares, 650000 shares, 520000 shares and 325000 shares. The metallurgical industry has 43.535 million shares, 1.43 million shares, 650000 shares and 520000 shares, and the golden automation research and Design Institute has 325000 shares engaged in industrial automation. Metallurgical Automation Research and Design Institute Co., Ltd. is invested by its operational assets in the field, and the operational assets in the field of industrial automation owned by Beijing Fufeng high tech development are invested by the head office, Beijing Electromechanical Research Institute, Beijing guoyexing automation capital, Beijing Fufeng high tech Development Corporation, Beijing Electromechanical Research Engineering Co., Ltd The Research Institute of Shenzhen Hebin Industrial Co., Ltd., Beijing guoyexing Automation Engineering Co., Ltd. and Shenzhen invested in cash. The above-mentioned sponsors invested in 1999. Shenzhen Hebin Industrial Co., Ltd. invested in cash. The above-mentioned launch was in November. The contributors were all in November 1999.
Article 23 under the following circumstances, the company may not purchase its own shares in accordance with Article 24 of the law, except under any of the following circumstances in accordance with laws, administrative regulations, departmental rules and the articles of association:
Shares of the company: (I) reduce the registered capital of the company;
(I) reduce the company's capital; (II) merger with other companies holding shares of the company;
(II) merger with other companies holding shares of the company; (III) merger of the company due to shareholders' meeting
(III) 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;
Dissenting from the resolution and requiring the company to purchase its shares; (IV) use shares for employee stock ownership plan or equity incentive; (IV) award shares to the employees of the company. (V) converting shares into corporate bonds issued by listed companies that can be converted into live stocks that the company does not buy or sell its own shares except under the above circumstances;
Move. (VI) it is necessary for a listed company to safeguard the company's value and shareholders' rights and interests.
Article 24 the company may choose to purchase its own shares in accordance with Article 25. The company may purchase its own shares in one of the listed ways: centralized trading, or centralized bidding trading in laws, administrative regulations and China (I) stock exchange; Other methods approved by the CSRC.
(II) method of offer; The company shall adopt other methods approved by the CSRC due to items (IV) and (V) (III) of Article 24 of the articles of association. The acquisition of shares of the company under the circumstances specified in item and item (VI) shall be carried out through public centralized trading.
Article 25 Where the company acquires its shares for the reasons of Article 23 (I) and Article 26 of the articles of association, it shall acquire its shares under the circumstances specified in items (I) and (II) of Article 24, and the resolution of the shareholders' meeting shall be adopted. The acquisition of the company in accordance with Article 23 shall be subject to the resolution of the general meeting of shareholders; If the company's shares fall under the circumstances of item (I) due to Article 24 of the articles of association, it shall be cancelled within 10 days from the date of acquisition under the circumstances specified in items (IV), (V) and (VI); If the shares of the company are purchased in items (II) and (IV), they can be transferred or cancelled within six months in accordance with the provisions of the articles of association or the circumstances of item. Authorized by the general meeting of shareholders, the resolution of the board of directors of this corporation on the acquisition of the company in accordance with paragraph (III) of Article 23 attended by more than two-thirds of the directors.
The shares of the company will not exceed 5% of the total issued shares of the company; The funds used for the acquisition of the company's shares by the company in accordance with Article 24 of the articles of association shall be paid out of the company's after tax profits; After the acquisition, if it falls under item (I), the purchased shares shall be transferred to the post within one year from the date of acquisition
