Tianjin Motimo Membrane Technology Co.Ltd(300334)
Comparison table of amendments to the articles of Association
According to the company law of the people’s Republic of China (revised in 2018), the securities law of the people’s Republic of China (revised in 2019), the Listing Rules of GEM stocks of Shenzhen Stock Exchange (revised in 2020), the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange (revised in 2020), and the guidelines for the articles of association of listed companies (revised in 2019) According to the latest provisions of relevant laws and regulations such as the guidelines for the governance of listed companies, and in combination with the actual situation and operation and management needs of the company, the board of directors of the company plans to amend the relevant provisions in the articles of association. The revised articles of association can take effect only after being deliberated and approved by the general meeting of shareholders. The specific amendments are as follows:
Comparison table of amendments to the articles of Association
Content before and after revision
Article 40 the general meeting of shareholders is the power organ of the company Article 40 the general meeting of shareholders is the power organ of the company and shall exercise the following functions and powers according to law:
（14） Review and approve the transactions between the company and related persons (XIV) review and approve the transactions arising from the transactions between the company and related persons (excluding the company’s donated cash assets) (except for providing guarantee) related party transactions with an amount exceeding RMB 10 million, accounting for the company’s recent RMB 30 million and accounting for more than 5% of the company’s latest audited net assets and more than 5% of the absolute value of related assets in the latest audited net assets; joint transactions; Transactions generated by the company in Article 41 (transactions generated by the company under Article 41) (except for providing donated cash assets), those meeting one of the following standards (except for providing insurance and providing financial assistance) shall be submitted in addition to timely disclosure. In addition to timely disclosure, those meeting one of the following standards shall be submitted to the general meeting of shareholders for deliberation:
The meeting will consider: (II) the subject matter of the transaction (such as equity) in the most recent (II) subject matter of the transaction (e.g. equity) the relevant operating revenue of the company in the latest fiscal year accounts for more than 50% of the audited operating revenue of the municipal company in the latest fiscal year, and the absolute amount exceeds RMB 50 million; more than 50% of the revenue, and the absolute amount exceeds 3000 (III) the transaction object (e.g. equity) in the latest 10000 yuan; the net profit related to an accounting year accounts for 50% of the audited net profit of the company in the latest accounting year (III) the subject matter of the transaction (e.g. equity) is more than the latest and the absolute amount exceeds 5 million yuan;
The net profit related to an accounting year accounts for more than 50% of the transaction amount of listed company (IV) transactions (including the services and expenses to bear the audited net profit of the company in the latest accounting year), and the absolute amount exceeds RMB 3 million; more than 50% of the assets, and the absolute amount exceeds RMB 5000 (IV) transaction amount (including debt assumed);
Business and expenses) account for more than 50% of the latest audited (V) transaction profit of the listed company, and the absolute amount exceeds 50% of the audited net profit of a fiscal year, which is RMB 30 million; above, and the absolute amount exceeds RMB 5 million.
（5） If the profit generated from the transaction accounts for 50% of the audited net profit of the listed company in the latest fiscal year, the absolute value shall be taken for calculation.
Above, and the absolute amount exceeds 3 million yuan. The “transaction” mentioned in this article refers to the following transactions: if the data involved in the calculation of the above indicators are (I) the purchase or sale of assets;
Negative value is calculated as its absolute value. （2） Foreign investment (including entrusted financial management, and the transactions referred to in this article refer to the following transactions: investment in subsidiaries, establishment or capital increase of wholly-owned subsidiaries (1) purchase or sale of assets (excluding purchasing companies);
Buy raw materials, fuel and power, and sell products （3） Provide financial assistance (including entrusted loan commodities and other assets related to daily operation, but the asset payment); if the replacement involves the purchase and sale of such assets, still (IV) provide guarantee (including the listed company); the guarantee provided by the guarantor, including the guarantee to the holding subsidiary (II) foreign investment (including entrusted financial management and entrusted guarantee);
Entrusted loan, leasing in or leasing out assets to subsidiaries, joint ventures and associated enterprises (5); business investment, investment in trading financial assets and available for sale (6) signing management contracts (including entrusted financial assets, held to maturity investment, etc.); entrusted operation, entrusted operation, etc.);
（3） Provide financial assistance; （7） Donated or donated assets;
（4） Leased in or leased out assets; （8） Reorganization of creditor’s rights or debts;
（5） Sign management contracts (including commission (IX) transfer of research and development projects; entrusted operation, entrusted operation, etc.); (x) sign license agreements;
（6） Donated or donated assets; （11） Waiver of rights (including waiver of preemptive purchase) (7) creditor’s rights or debt restructuring; Right of purchase, preemptive right of capital contribution, etc.).
（8） Transfer of research and development projects; The following activities of the company do not belong to (9) signing a license agreement as specified in the preceding paragraph. matter:
When the company conducts transactions such as “providing financial assistance” and “entrusting (I) purchasing raw materials related to daily operation for financial management”, it shall take the amount incurred as material, fuel and power (excluding the calculation standard involved in asset replacement, and purchase and sell such assets in 12 consecutive years according to the transaction category);
Cumulative calculation within months. （2） The sale of products, commodities and other assets related to the “provision of guarantee” and “provision of financial operation” carried out by the company on a daily basis (excluding the purchase and sale of such assets other than purchase assistance and “entrusted financial management” involved in asset replacement); during the transaction, the target under the same transaction category shall be compared （3） Although all transactions related to the transactions specified in the preceding paragraph have accumulated within 12 consecutive months, they belong to the main business activities of the company.
calculation. In addition to providing guarantee, entrusted wealth management, etc., the subject matter of Shenzhen stock exchange is equity, and the purchase or sale of the gem stock listing rules of the stock exchange and Securities equity will lead to changes in the scope of the company’s consolidated statements, and other business rules of the stock exchange provide otherwise, When the equity corresponds to all the assets of the company and the trading income related to the subject matter of the operating company of the same category, it shall be regarded as the total assets involved in the transaction and the operating income related to the subject matter of the transaction accumulated for 12 consecutive months. In principle, the provisions of Article 41 of the articles of association shall apply. Where the company has fulfilled its obligations in accordance with Article 41 of the articles of association by investing abroad to establish a limited liability company, or a joint stock limited company, it will no longer be included in the relevant cumulative calculation scope in accordance with Article 41 of the company law. Article 26 or Article 81 stipulates that the subject matter of the transaction can be divided into equity, and the capital contribution shall be paid in full during the purchase or sale period. The standard shall be the capital contribution of the whole equity that will lead to the occurrence of part of the scope of the company’s consolidated statements as agreed in the agreement. If the provisions of paragraph 1 of this article are applied, the whole capital contribution of the company corresponding to the equity shall be used. As the calculation standard, assets and operating income shall be subject to the provisions of Article 41 of the articles of association.
If the aforesaid equity transaction does not lead to any change in the scope of the consolidated statements, the relevant financial indicators shall be calculated according to the change proportion of the equity held by the company, and this chapter is applicable
Article 41 of the procedures.
Where a company invests abroad to establish a limited liability company or a joint stock limited company, and the capital contribution can be paid in installments in accordance with Article 26 or Article 80 of the company law, the provisions of paragraph 1 of this article shall apply based on the total capital contribution agreed upon in the agreement. The financial assistance provided by the company shall be approved by more than two-thirds of the directors attending the meeting of the board of directors and make a resolution to timely perform the obligation of information disclosure. In case of any of the following circumstances, the financial assistance shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
(i) The latest audited asset liability ratio of the funded object exceeds 70%;
（2） The amount of single financial assistance or the cumulative amount of financial assistance provided within 12 consecutive months exceeds 10% of the company’s latest audited net assets;
（3） Other circumstances stipulated in the articles of association. If the object of the company’s subsidy is the holding subsidiary within the scope of the company’s consolidated statements and the shareholding ratio exceeds 50%, the provisions of the preceding two paragraphs shall be exempted.
Article 42 the following external guarantee acts of the company. Article 42 the following guarantee acts of the company shall be deliberated and approved by the general meeting of shareholders: after deliberated and approved by the board of directors, they shall be submitted to the general meeting of shareholders for review (I) discussion of the company and its holding subsidiaries:
The total amount of external guarantee reaches or exceeds (I) the guarantee of 10% of the audited net assets of any guarantee period provided after the single guarantee amount exceeds 50% of the company’s latest calculated net assets;
protect; （2） Provision of the company and its holding subsidiaries (2) any guarantee provided by the company after the total amount of external guarantee reaches the total amount of guarantee, exceeds the latest audited net assets of the company or exceeds 30% of the latest audited total assets and 50% of the assets;
Any guarantee provided after; （3） Guarantee for those with asset liability ratio exceeding 70% (3) guarantee for those with asset liability ratio exceeding 70%;
The guarantee provided by the insured; （4） The amount of guarantee within 12 consecutive months exceeds (4) the amount of single guarantee exceeds 50% of the latest audited net assets of the company and 10% of the latest audited net assets; Guarantee with an absolute amount of more than 50 million yuan;
（5） If the guarantee amount exceeds (V) 30% of the company’s latest audited total assets in 12 consecutive months, it has guaranteed 30% of the company’s latest audited total assets;
（6） The guarantee amount exceeds (6) 50% of the latest audited net assets of shareholders, actual controllers and their related companies within 12 consecutive months, and the guarantee provided by the associate;
The absolute amount exceeds RMB 30 million
