Tianjin Motimo Membrane Technology Co.Ltd(300334)
Comparison table of amendments to the rules of procedure of the general meeting of shareholders
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 of the company, the relevant provisions of the rules of procedure of the general meeting of shareholders are revised. The revised rules of procedure of the general meeting of shareholders can come into force only after being deliberated and approved by the general meeting of shareholders. The specific revision contents are as follows: comparison table for the revision of the rules of procedure of the general meeting of shareholders
Content before and after revision
Article 4 the general meeting of shareholders is the authority of the company. Article 4 the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law: 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 absolute value of the company’s latest audited net assets and more than 5% of the absolute value of the relevant assets in the latest audited net assets in the first period; joint transactions; transactions occurring in Article 5 of the company (transactions occurring in Article 5 of the company when the company receives gifts) (except for providing guarantees and assets), those meeting one of the following standards, except for providing financial assistance), those meeting the following standards shall not only be disclosed in time, but also be submitted to the general meeting of shareholders for review. In addition to timely disclosure, they shall also be submitted to the general meeting of shareholders for deliberation:
（2） The operating income related to the subject matter of the transaction (such as equity) in the latest accounting year accounts for the proportion of the operating income related to the listed company in the latest accounting year, and the audited operating income of the company in the latest accounting year accounts for the proportion of the audited operating income of the company in the latest accounting year
More than 50% of the income, and the absolute amount exceeds more than 50% of 3000, and the absolute amount exceeds 50 million yuan; 10000 yuan; （3） The net profit related to the subject matter of the transaction (such as equity) in the most recent fiscal year accounts for 50% of the audited net profit of the listed company in the most recent fiscal year, which is higher than the audited net profit of the company in the most recent fiscal year, and the absolute amount exceeds 5 million yuan;
More than 50%, and the absolute amount exceeds 3 million yuan; （4） The transaction amount of the transaction (including the transaction amount of assumed debt (IV) the transaction amount of the transaction (including assumed debt and expenses) accounts for more than 50% of the latest audited net assets and expenses of the company) accounts for more than 50% of the latest audited assets of the listed company, and the absolute amount exceeds more than 50% of the net assets of 5000, and the absolute amount exceeds 10000 yuan;
30 million yuan; （5） The profit generated from the transaction accounts for 50% of the company’s audited net profit of the listed company in one fiscal year, with an absolute amount of more than 5 million yuan.
Above, and the absolute amount exceeds 3 million yuan. If the data involved in the above index calculation is negative, take its absolute value for calculation.
Negative value is calculated as its absolute value. The “transaction” mentioned in this article refers to the following transactions: the transactions mentioned in this article refer to the following transactions: (I) purchase or sale of assets;
（1） Purchase or sale of assets (excluding (2) foreign investment (including entrusted financial management, purchase of raw materials, fuel and power, sale of products, investment in subsidiaries, establishment or capital increase of wholly-owned subsidiaries, commodities and other assets related to daily operation, except for the asset Department); if the purchase or sale of such assets is involved in the exchange, financial assistance shall still be provided (3) (including entrusted loan);
（2） Foreign investment (including entrusted financial management and guarantee provided by the entrusting party (4)) (refers to the guarantee provided by the listed company for entrusted loans to subsidiaries, joint ventures and associated enterprises, including undertaking investment in holding subsidiaries, investment in trading financial assets and available guarantee);
Sale of financial assets, held to maturity investments, etc.); （5） Leased in or leased out assets;
（3） Provide financial assistance; （6） Sign management contracts (including (4) lease in or lease out assets; Entrusted operation, entrusted operation, etc.);
（5） Signing management contracts (including entrustment (7) donating or receiving assets;
Entrusted operation, entrusted operation, etc.); （8） Reorganization of creditor’s rights or debts;
（6） Donated or donated assets; （9） Transfer of research and development projects; (7) reorganization of creditor’s rights or debts; （10） Sign the license agreement;
（8） Transfer of research and development projects; （11） Waiver of rights (including waiver of preemptive purchase) (IX) signing of license agreement. Right of purchase, preemptive right of capital contribution, etc.).
When the company conducts transactions such as “providing financial assistance” and “entrusting the company with the following activities that do not belong to entrusted financial management as specified in the preceding paragraph”, the amount incurred shall be taken as the event:
The calculation standard shall be calculated cumulatively within 12 (I) consecutive months of purchasing raw materials related to daily operation according to the transaction category. When the company conducts other transactions other than “providing materials, fuel and power (excluding insurance involved in asset replacement”, “providing financial assistance”, “entrusting an agent to purchase and sell such assets); finance”, it shall sell the same (II) products, commodities and other transactions related to the subscript of the daily transaction category (excluding the cumulative calculation within 12 months of the acquisition involved in the asset replacement. Purchase and sale of such assets);
The subject matter of the transaction is equity, In addition, the purchase or sale of the equity of the (III) transaction specified in the preceding paragraph will change the scope of the company’s consolidated statements, but it belongs to the company’s main business activities. More importantly, the equity corresponds to all the assets and operations of the company, except the provision of guarantees, entrusted financial management, etc. the Shenzhen securities industry’s income is regarded as the total assets involved in the transaction and the Listing Rules of GEM stocks of the stock exchange And the operating income related to the subject matter of Shenzhen transaction. Where other business rules of the stock exchange provide otherwise, except for the establishment of a limited liability company by a company’s foreign investment, when a company conducts transactions of the same category and the subject matter is related or a joint stock limited company, the provisions of Article 5 of these Rules shall apply in accordance with the principle of cumulative calculation for 12 consecutive months or the principle that it can be calculated separately in accordance with Article 81 of the company law. If the capital contribution is fully paid, the standard shall be that if all the obligations have been performed in accordance with Article 5 as agreed in the agreement, no part of the capital contribution shall be paid, and the provisions of paragraph 1 of this article shall apply to the relevant cumulative calculation scope. The subject matter of the transaction is fixed shares. If the purchase or sale of the equity will change the scope of the company’s consolidated statements, the calculation standard shall be all the assets and operating income of the company corresponding to the equity, and the provisions of Article 5 of these Rules shall apply.
If the aforesaid equity transaction does not lead to any change in the scope of the consolidated statements, it shall be calculated according to the equity held by the company
The provisions of Article 5 of these Rules shall apply to the calculation of relevant financial indicators based on the change ratio.
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 a 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 6 the following external guarantees of the company shall be subject to the deliberation and approval of the board of directors and the general meeting of shareholders: after the deliberation and approval of the board of directors, it shall be submitted to the general meeting of shareholders for deliberation: (I) the guarantee of the company and its holding subsidiaries for (I) the amount of a single guarantee exceeds the total amount of the company’s latest external guarantee and reaches or exceeds 10% of the audited net assets in the latest audit period;
(II) any guarantee provided after 50% of the net assets; the total amount of guarantee provided by the company and its holding subsidiaries exceeds the latest audited net assets of the company
（2） Any guarantee provided after the total amount of external guarantee of the company reaches 50% of the assets;
Or more than 30% of the total assets audited in the latest period, and (III) any guarantee provided for the guarantee with an asset liability ratio of more than 70%; the guarantee provided by the guarantee object;
（3） For the guarantee with asset liability ratio of more than 70% (IV) the guarantee amount exceeds the guaranteed object within 12 consecutive months; the guarantee that has exceeded 50% of the company’s latest audited net assets and (IV) the single guarantee amount exceeds the latest absolute amount of more than 50 million yuan;
Audit the guarantee of 10% of net assets; （5） The amount of guarantee in 12 consecutive months exceeds (5) the amount of guarantee in 12 consecutive months exceeds 30% of the latest audited total assets of the company;
protect; （6） The amount of guarantee to shareholders, actual controllers and their affiliates (VI) exceeds the guarantee provided by associates within 12 consecutive months;
50% of the latest audited net assets of the company, and (7) the articles of association stipulates that the absolute amount to be determined by the shareholders shall exceed RMB 3000
