Securities code: Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) securities abbreviation: Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) Announcement No.: 2022018 Jiangsu Jiuwu Hi-Tech Co.Ltd(300631)
Announcement on Amending the rules of procedure of the general meeting of shareholders and other systems of the company
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) (hereinafter referred to as “the company”) held the 27th meeting of the seventh board of directors on February 26, 2022, deliberated and adopted the proposal on Amending the rules of procedure of the company’s general meeting of shareholders and other systems. The company has revised the rules of procedure of the general meeting of shareholders and the rules of procedure of the board of directors in accordance with the latest laws and regulations, normative documents such as the rules of the general meeting of shareholders of listed companies (revised in 2022) issued by the CSRC, the relevant business rules of Shenzhen stock exchange and the actual needs of corporate governance. This revision will take effect after being deliberated and approved by the general meeting of shareholders. The details of this system revision are as follows:
1、 Comparison of revised provisions of the rules of procedure of the general meeting of shareholders
Before and after revision
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After the company issues the notice of the general meeting of shareholders and the general meeting of shareholders issues the notice of the general meeting of shareholders, if the meeting needs to be postponed for some reason without justified reasons, the convener shall not postpone or cancel the general meeting of shareholders, and the proposals listed in the meeting notice at least two days before the scheduled date of the on-site meeting of the general meeting of shareholders shall not be cancelled. 1. Make a daily announcement and explain the reasons. In case of postponement or cancellation of the shareholders’ meeting and the convener’s deadline, the equity registration date shall still be the date determined in the notice of Article 19 of the original shareholders’ meeting at least two working days from the original date, and shall not be changed, And inform again and explain the specific reasons for the delay or cancellation of the on-site meeting date after the delay. If the shareholders’ meeting is postponed, the interval between the equity registration days shall not be more than seven. The company shall inform the provisions on the postponed calling working days in the notice. Time of issuing notice of shareholders’ meeting. If the general meeting of shareholders needs to be cancelled for some reason, the convener shall make an announcement at least two trading days before the date of the on-site meeting and explain the reasons.
Article 21 the general meeting of shareholders of the company shall be held through Internet or other means. Article 21 the company shall clearly specify in the notice of the general meeting of shareholders
The notice of the general meeting of shareholders shall clearly specify the voting time of the network or other methods, the voting time of the network or other methods and the voting procedures.
Voting procedure.
The Secretary of the board of directors shall be responsible for the minutes of the general meeting of shareholders. The Secretary of the board of directors shall be responsible for the minutes of the general meeting of shareholders. The minutes of the meeting shall record the following contents: responsibility, and the minutes of the meeting shall record the following contents:
The directors attending the meeting, the Secretary of the board of directors, the directors, supervisors, the Secretary of the board of directors or their representatives and the chairman of the meeting shall sign the meeting minutes in Article 35, and ensure that the minutes in Article 35 shall sign on the meeting minutes, and ensure that the contents of the meeting are true Accurate and complete. The contents of meeting minutes are true, accurate and complete. The meeting shall be kept together with the signature book and representative record of the shareholders attending the meeting, the power of attorney of the shareholders attending the meeting, the voting information book of other ways, the power of attorney of the shareholders attending the meeting by proxy, and the effective information of the network and its status, The retention period is 10 years together with the valid data of voting in other ways. The storage period shall not be less than 10 years.
Shareholders (including shareholders’ agents) exercise their voting rights based on the number of voting shares they represent, and each share has one vote. When the general meeting of shareholders deliberates on major matters affecting the interests of small and medium-sized investors and represented by shareholders (including shareholders’ agents), the votes on the number of voting shares on the list of small and medium-sized investors shall be counted separately. The result of separate vote counting shall be entitled to one vote, and each share shall have one vote. When timely public disclosure.
When the general meeting of shareholders deliberates on major matters that affect the interests of small and medium-sized investors, and the company holds its own shares without voting rights, the votes of small and medium-sized investors shall be counted separately, and such shares shall not be included in the resolutions of the general meeting of shareholders.
The total number of shares with voting rights in the result of separate vote counting.
When timely public disclosure. If a shareholder’s purchase of the company’s voting shares violates that the company holds its own shares without voting rights, and Article 63, paragraph 1 and Article 38 of the securities law, and this part of the shares is not included in the total number of voting shares in excess of the specified proportion as stipulated in Article 38, paragraph 2 of the general meeting of shareholders. Within 36 months after the purchase of the shares, the company’s board of directors, independent directors and shareholders who meet the relevant conditions to exercise voting rights and are not included in the conditions for attending the shareholders’ meeting may publicly solicit the total number of shares with voting rights at the shareholders’ meeting.
Voting rights. To solicit shareholders’ voting rights, the board of directors, independent directors and shareholders holding more than 1 / 1 of the voting shares or interest shall be fully disclosed to the company’s board of directors, independent directors and shareholders holding 100% of the solicited shares. It is prohibited to solicit shareholders’ voting rights in accordance with laws, administrative regulations or Chinese certificates. The company shall not put forward a minimum shareholding ratio limit on the collective voting rights of investor protection institutions established in accordance with the provisions of the China Securities Regulatory Commission. The voting rights of shareholders can be publicly solicited. The solicitation of shareholders’ voting rights shall fully disclose the specific voting intention and other information to the solicited person. It is prohibited to solicit shareholders’ voting rights by means of compensation or compensation in disguised form. Except for legal conditions, the company shall not put forward a minimum shareholding limit on the solicitation of voting rights.
2、 Comparison of revised provisions of the rules of procedure of the board of directors
Before and after revision
S / N content s / N content
The term “transaction” as mentioned in these rules includes the following matters:
(1) Purchase or sale of assets;
(2) Foreign investment (including entrusted loans) to subsidiaries
Company investment, etc., establishment or capital increase of wholly-owned subsidiaries
(except the company);
(3) Provide financial assistance (including entrusted loans);
(4) Provide guarantee (refers to the guarantee provided by the company for others)
Guarantee (including guarantee for holding subsidiaries);
(5) Leased in or leased out assets;
(6) Sign management contract (including entrustment)
Operation, entrusted operation, etc.);
(7) Donated or donated assets;
(8) Reorganization of creditor’s rights or debts;
(9) Transfer of research and development projects; The “transaction” mentioned in these Rules refers to the signing of the license agreement in Article 26 (10) of the articles of Association; Article 26 the transactions specified in Article 42.
(11) Waiver of rights (including waiver of preemptive right
Preemptive right to subscribe for capital contribution, etc.);
(12) Relevant laws, regulations and normative documents
Other transactions identified.
The following activities of the company do not belong to the matters specified in the preceding paragraph
Item:
1. Purchase of raw materials related to daily operation
Fuel and power (excluding those involved in asset replacement)
Purchase and sale of such assets);
2. Selling products, commodities, etc. is consistent with daily operation
Related assets (excluding those involved in asset replacement)
Purchase and sale of such assets);
3. Although the transactions specified in the preceding paragraph are carried out, they are
In the company’s main business activities.
If the transactions of the company (except providing guarantee and financial assistance) meet one of the following standards, they shall be deliberated by the board of directors:
Transactions of the company (providing guarantee, providing
Financial assistance (except for financial assistance) meeting one of the following criteria: if the object of the company’s assistance is within the scope of the company’s consolidated statements, it shall be considered by the board of directors: Article 27 of the holding subsidiary with a shareholding ratio of more than 50% Article 27 If the company and other shareholders of the holding subsidiary do not provide guarantee to the company, it shall be timely disclosed after being reviewed by the board of directors, including the discussion of the controlling shareholder and actual controller of the company. And its affiliates shall be exempted from the provisions of the preceding paragraph on the deliberation of the board of directors if the data involved in the calculation of the above indicators are negative.
Value, which is calculated by taking its absolute value. Where a company provides a guarantee, it shall disclose it to the public in a timely manner after deliberation by the board of directors.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
In addition to the above
