Jade Bird Fire Co.Ltd(002960) articles of Association
Revision comparison table
According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the articles of association of listed companies
Guidelines (revised in 2022) and other relevant laws, regulations and normative documents, combined with the actual situation of the company
The company plans to amend some provisions of the articles of association, and this matter needs to be submitted to the general meeting of shareholders for deliberation.
The details of the proposed amendments are as follows:
Contents of the amended articles of Association
number
Article 2 Jade Bird Fire Co.Ltd(002960) is a joint stock limited company established in accordance with the company law and other relevant provisions. Li’s Co., Ltd.
The company was established in the form of overall change. The company was established in Zhangjiakou City, Hebei Province in the form of overall change. It was registered with the Administration for Industry and Commerce of Zhangjiakou City market supervision and administration. It obtained the business license of enterprise legal person, unified social record and obtained the business license of enterprise legal person, Business license No.: Credit Code: 91130700730245739f.
130731 Ping An Bank Co.Ltd(000001) 463。
Article 6 the registered capital of the company is 246.21 million yuan. Article 6 the registered capital of the company is 348523774 million yuan.
Yuan.
Article 12 the activities of a company established by the Communist Party of China shall not be carried out 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 19 the current share capital structure of the company is: ordinary shares Article 20 the current share capital structure of the company is: 34852377424621 ordinary shares. All shares issued by the company are Pu Wan shares. All shares issued by the company are ordinary shares.
Through stock.
Article 29 directors, supervisors and senior managers of the company Article 29 shareholders, directors, supervisors, shareholders and senior managers who hold more than 5% of the shares of the company and more than 5% of the voting shares of the company, If they sell the company’s stocks and securities with equity nature within six months from the date of purchase, or sell them within six months from the date of purchase, or buy them again within six months from the date of sale, the income obtained from this shall belong to the company. If they buy again within six months, the income obtained from this shall belong to the company, The board of directors of the company will recover its income. However, if yes, the board of directors of the company will recover its income. However, if a securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, the securities company purchases the remaining shares after the sale due to the package sale, unless there are other circumstances stipulated by the CSRC.
If a shareholder holds more than 5% of the shares, the sale of the shares is not subject to the time limit of six months for directors, supervisors, senior managers and natural person shareholders mentioned in the preceding paragraph. Some stocks or other securities with equity nature, including those whose spouses or the board of directors of the company fail to implement the provisions of the preceding paragraph, and the stocks held by shareholders’ parents and children or by using other people’s accounts, or they have the right to require the board of directors to implement them within 30 days. The directors of the company are the securities with equity nature.
If the board of directors fails to implement within the above-mentioned period, the shareholders have the right to request the board of directors to implement within 30 days in their own name for the interests of the company if the board of directors fails to implement in accordance with the provisions of paragraph 1 of this article. The board of directors of the company did not file a lawsuit in the above period. If the execution is carried out within the time limit, the shareholders have the right to bring a lawsuit directly 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 carry out the execution in accordance with the provisions of 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 of this article, the responsible directors shall bear joint and several liabilities according to law.
Article 41 the general meeting of shareholders is the authority of the company, and Article 42 the general meeting of shareholders is the authority of the company. It exercises 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) elect and replace directors who are not staff representatives; (II) elect and replace directors, supervisors, directors and supervisors who are not staff representatives, decide on the remuneration of relevant directors and supervisors, and decide on the remuneration of relevant directors and supervisors;
Item; (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 plan and final account plan; (V) review and approve the company’s annual financial budget plan; (VI) review and approve the company’s profit distribution plan and loss recovery plan; Final settlement plan; (VII) make resolutions on the increase or decrease of the company’s registered capital;
(VI) review and approve the company’s profit distribution plan and (VIII) review and approve the acquisition and loss compensation plan in accordance with Article 24 of the articles of Association; Share scheme of the company;
(VII) make resolutions on the increase or decrease of the company’s registered capital; (IX) make resolutions on the issuance of shares, convertible corporate bonds, preferred shares and medium-term plans; Make resolutions on other securities varieties recognized by the CSRC;
(VIII) according to the provisions of Article 25 of the articles of association, review (x) the company’s merger, division, dissolution, liquidation or change of the company, and discuss and approve the plan for the acquisition of the company’s shares; Make resolutions in the form of;
(IX) make resolutions on the issuance of corporate bonds; （11） Amend the articles of association and its annexes;
(x) to make resolutions on the merger, division, dissolution and liquidation of the company or (12) to employ or dismiss the accounting firm; To make a resolution on changing the form of the company; （13） Review and approve the external guarantee matters mentioned in Article 43 of the company; （11） Amend the articles of Association; （14） Review and approve the company’s purchase and sale within 12 consecutive months (12) and make resolutions on the company’s employment and dismissal of accounting firms whose major assets exceed 30% of the company’s latest audited total assets; Item;
（13） To review and approve the (XV) review and approve the change of the purpose of the raised funds as mentioned in Article 42 of the company;
External guarantee matters; （16） Review the employee stock ownership plan and incentive plan;
（14） Review and approve the company to purchase and sell (XVII) major asset restructuring within one year;
The sale of major assets reaches the company’s latest audited total assets (XVIII) and the spin off of its subsidiaries for listing;
30% of production; （19） Review the company’s voluntary withdrawal of its shares from the Shenzhen Stock Exchange (15) and review and approve the change of the purpose of the raised funds; Listed and traded, and decided not to trade in Shenzhen Stock Exchange or transferred to (16) to review the equity incentive plan; And apply for trading or transfer in other trading places;
（17） Review laws, administrative regulations and departmental rules (20) review other matters that shall be decided by the general meeting of shareholders according to laws, administrative regulations, departmental rules, the procedures of this chapter or the articles of association.
matter. The statutory functions and powers of the above general meeting of shareholders shall not be exercised by the board of directors or other institutions and individuals in the form of authorization.
Article 43 the following external guarantees of the company shall be approved by the shareholders’ meeting. The following external guarantees of the company shall be approved by the shareholders’ meeting:
(I) external guarantees of the company and its holding subsidiaries (I) any guarantee provided after the total amount of external guarantees of the company and its holding subsidiaries reaches or exceeds the latest audited net assets or 50% of the latest audited net assets; protect;
(II) the total amount of external guarantee of the company reaches or exceeds (II) the total amount of external guarantee of the company, and any guarantee provided after reaching or exceeding 30% of the total assets audited in the latest period and 30% of the total assets audited in the latest period;
Any guarantee; (III) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%; (III) it is a guarantee object with an asset liability ratio of more than 70% (IV) the amount of a single guarantee exceeds 10% of the latest audited net assets
The guarantee provided; Guarantee;
(IV) the amount of a single guarantee exceeds the latest audited net (V) the guarantee amount of the company within one year exceeds 10% of the latest audited assets of the company; Guarantee for 30% of total assets;
(V) the amount of guarantee within 12 consecutive months exceeds the company’s (VI) the amount of guarantee within 12 consecutive months exceeds 30% of the company’s latest audited total assets; 50% of the audited net assets and the absolute amount exceeds 50 million;
(VI) the guarantee amount exceeds the guarantee provided by the company (VII) to shareholders, actual controllers and their affiliates within 12 consecutive months; 50% of the latest audited net assets and the absolute amount (Ⅷ) other guarantees stipulated by the CSRC or Shenzhen Stock Exchange exceed 50 million; situation.
(VII) provide guarantee for shareholders, actual controllers and their related parties that the directors, senior managers or other relevant personnel of the company fail to provide in accordance with the provisions; (VIII) other guarantee situations that the company shall investigate if the company has caused losses due to the examination and approval of the procedures, or the signing of external guarantee contracts without authorization, or (VIII) the neglect of the performance of duties prescribed by the CSRC or Shenzhen Stock Exchange. Responsibilities of relevant responsible personnel.
Article 46 when the company convenes the general meeting of shareholders, Article 47 the legal opinion of the company’s general meeting of shareholders shall be issued by the lawyer who issues the legal opinion and announced together with the resolution of the general meeting of shareholders. The legal opinion shall go to (I) whether the convening and convening procedures of the meeting comply with the law, including the following contents:
Laws, administrative regulations and the articles of Association; (I) whether the convening and convening procedures of the meeting comply with the laws and administrative laws (II) the qualifications of the participants, the qualifications of the convener and the articles of Association;
Whether it is legal and valid; (II) whether the convener’s qualification is legal and valid;
(III) whether the voting procedures and results of the meeting are consistent with (III) the shareholders attending the shareholders’ meeting and the authorized representative law of shareholders are valid; Number of people, representing the number of shares; Whether the qualification of the personnel attending the meeting is legal (Ⅳ) issue valid certificates for other relevant issues at the request of the company;
Legal advice. (IV) whether the voting procedures and results of the meeting are legal and effective;
(V) avoidance of voting by relevant shareholders. If other shareholders are deemed to be required to avoid voting after the notice of the general meeting of shareholders exists at the general meeting of shareholders
