Wuhan Tianyu Information Industry Co.Ltd(300205)
Comparison table of amendments to the articles of Association
Note: adding "delete line" indicates that the clause has been deleted, and "bold font" indicates that the clause has been added or modified.
Before and after revision
Article 2 the company is a joint stock company established in accordance with the company law and other relevant provisions. Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions (hereinafter referred to as the "company"). Limited company (hereinafter referred to as "the company").
The company is approved by Hubei Provincial Economic and Trade Commission in e.g.j.q. [2000] No. 766 document. The company is a joint stock limited company approved by Hubei Provincial Economic and Trade Commission in e.g.j.q. [2000] No. 766 document and established by Wuhan Wuhan Tianyu Information Industry Co.Ltd(300205) Industry Co., Ltd. and Wuhan Wuhan Tianyu Information Industry Co.Ltd(300205) Industry Co., Ltd; Registered with the administrative department for Industry and Commerce of Hubei Province and obtained the enterprise legal person business limited company; Registered with the administrative department for Industry and Commerce of Hubei Province and obtained the business license of enterprise legal person with the registration number of 42 Shenzhen Properties & Resources Development (Group) Ltd(000011) 41889. License. The unified social credit code is 91420000714587800u.
Article 23 under the following circumstances, the company may not purchase its own shares in accordance with laws, administrative regulations and Article 23. However, under the following circumstances, the provisions of the departmental rules and the articles of association, except for the acquisition of shares of the company:
(I) reduce the registered capital of the company; (I) reduce the registered capital of the company;
(II) merger with other companies holding shares of the company; (II) merger with other companies holding shares of the company;
(III) award shares to the employees of the company; (III) use shares for employee stock ownership plan or equity incentive;
(IV) the shareholders disagree with the resolution on merger and division of the company made by the general meeting of shareholders, (IV) the 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. Requiring the company to acquire its shares;
Except for the above circumstances, the company will not buy or sell its shares. (V) use shares to convert corporate bonds issued by the company that can be converted into shares;
(VI) it is necessary for a listed company to safeguard the company's value and shareholders' rights and interests.
Except for the above circumstances, the company will not buy or sell its shares.
Article 24 the company may choose one of the following ways to acquire its shares. Article 24 the company may choose one of the following ways to acquire its shares:
(I) centralized bidding trading mode of stock exchange; (I) centralized bidding trading mode of stock exchange;
(II) method of offer; (II) method of offer;
(III) other methods approved by the CSRC. (III) other methods approved by the CSRC.
Where a company purchases its own shares, it shall perform the obligation of information disclosure in accordance with the provisions of the securities law. Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association, it shall be carried out through public centralized trading.
Article 25 Where the company purchases its shares due to items (I) to (III) of Article 23 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders. Where a company purchases its own shares in accordance with the circumstances specified in paragraph 2, it shall be subject to the resolution of the general meeting of shareholders. After the company purchases the shares of the company in accordance with the provisions of Article 13, if it falls under the circumstances of item (I), it shall be cancelled within 10 days from the date of receiving the purchase under the circumstances of items (III), (V) and (VI) of Article 23; In the case of items (II) and (IV), if the shares of the company should be, the resolution of the board meeting attended by more than two-thirds of the directors shall be adopted. When transferred or cancelled within 6 months. After the company purchases the shares of the company in accordance with paragraph 1 of Article 23, the shares of the company purchased by (I) the company in accordance with paragraph (III) of Article 23 shall be cancelled within 10 days from the date of acquisition; Belonging to item (II) and item
More than 5% of the total issued shares of the company; The funds used for acquisition shall be transferred or cancelled within 6 months in case of item (IV) of the company.
Expenditure from after tax profit; The purchased shares shall be transferred to the employees within one year. If the company purchases its shares in accordance with items (III), (V) and (VI) of Article 23, the total number of shares held by the company shall not exceed 10% of the total issued shares of the company; The funds used for the acquisition shall be paid out of the company's after tax profits; The purchased shares shall be transferred or cancelled within 3 years.
Article 28 the shares of the company held by the promoters shall be transferred from the date of establishment of the company. 1 Article 28 the shares of the company held by the promoters shall not be transferred within one year from the date of establishment of the company. The shares issued before the company's public offering of shares shall not be transferred within the year from the company's shares. The shares issued before the company's public offering of shares shall not be transferred within one year from the date when the company's shares are listed and traded on the stock exchange. It shall not be transferred within one year from the date of listing and trading on the stock exchange.
The change of the shares held by the company, the supervisors and their senior management personnel shall not be reported to the company every year, and the change of their shares held by the company and their senior management personnel shall not be reported to the company, During his term of office, the shares transferred each year shall not exceed 25% of the total shares of the company held by him; The shares held by the company are 25% of the total shares held by the company since the listing and trading of the company's shares (no transfer shall be made within one year from the date of judicial enforcement, inheritance, bequest and law enforcement. The above-mentioned personnel shall not transfer their divided property within six months after leaving the company, except for the change of shares caused by the division of property. The directors, supervisors and senior managers of the company have shares of the company. If the directors, supervisors and senior managers of the company hold no more than 1000 shares in the first public meeting of the company, It can be transferred in whole at one time, and is not subject to the transfer proportion mentioned in the preceding paragraph (if the developer applies for resignation within six months from the date of listing the shares of the development bank, it shall be subject to the restriction of ten days from the date of application for resignation); The company's shares held by the company shall not be transferred within one year and eight months from the date of listing and trading of the company's shares; Listed transfer of shares in initial public offering. The above-mentioned personnel shall not transfer their shares of the company within half a year after their resignation. If the employee applies for resignation from the seventh month to the twelfth month from the date of resignation, the shares of the company held by him shall not be transferred within 12 months from the date of resignation.
Article 29 the company's directors, supervisors, senior managers and shareholders holding more than 5% of the company's shares shall sell the company's shares held by them within 6 months after purchase, and the shareholders holding more than 5% of the company's shares or other shares with equity nature
Or buy it again within 6 months after the sale, and the resulting income belongs to the company. If the company's securities are sold within 6 months after the purchase or bought again within 6 months after the sale, the company's board of directors will recover the income and disclose the relevant information in a timely manner. However, the proceeds of the securities company belong to the company, and the board of directors of the company will recover its proceeds. If the company and the company hold more than 5% of the shares due to the underwriting purchase of the remaining after-sales shares, they shall sell the shares and disclose the relevant information from time to time. However, the time limit of six months for securities companies to hold after-sales surplus stocks due to underwriting. If more than 5% of the shares are sold, the time limit for selling the shares is not limited to 6 months.
If the board of directors of the company fails to comply with the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to implement within 30 days of the shares held by the directors, supervisors, senior managers and natural person shareholders mentioned in the preceding paragraph. If the board of directors of the company fails to execute within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people's court in their own name for or other equity securities, including those held by their spouses, parents and children and the interests of the company. Stocks or other equity securities held in other people's accounts.
If the board of directors of the company fails to comply with the provisions of paragraph 1, and the responsible directors fail to comply with the provisions of the preceding paragraph according to law, the shareholders have the right to require the board of directors to bear joint and several liabilities. Within 30 days. If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit 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 implement the provisions of paragraph 1, the responsible directors shall bear joint and several liabilities according to law.
Article 40 the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law: Article 40 the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law: (I) decide on the company's business policy and investment plan; (I) determine the company's business policy and investment plan;
(II) elect and replace directors and supervisors not held by employee representatives, decide on (II) elect and replace directors and supervisors not held by employee representatives, and decide on matters related to the remuneration of directors and supervisors; Matters related to the remuneration of directors and supervisors;
(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 and final account plan;
(VI) review and approve the company's profit distribution plan and loss recovery plan; (VI) review and approve the company's profit distribution plan and loss recovery plan;
(VII) make resolutions on the increase or decrease of the company's registered capital; (VII) make resolutions on the increase or decrease of the company's registered capital;
(VIII) make resolutions on the issuance of corporate bonds; (VIII) make resolutions on the issuance of corporate bonds;
