Securities code: Apt Medical Inc(688617) securities abbreviation: Apt Medical Inc(688617) Announcement No.: 2022015 Apt Medical Inc(688617)
Announcement on Amending the articles of association and its annexes
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Apt Medical Inc(688617) (hereinafter referred to as “the company”) held the 16th meeting of the first board of directors and the 14th meeting of the first board of supervisors on March 9, 2022, The proposal on Amending the Apt Medical Inc(688617) articles of Association, the proposal on Amending the rules of procedure of Apt Medical Inc(688617) shareholders’ meeting, the proposal on Amending the rules of procedure of Apt Medical Inc(688617) board of directors, and the proposal on Amending the rules of procedure of Apt Medical Inc(688617) board of supervisors werereviewed and adopted. In accordance with the guidelines for the articles of association of listed companies (revised in 2022), the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, the self regulatory guidelines for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation and other relevant provisions, and in combination with the actual situation of the company, the company plans to revise the articles of association and its annexes accordingly. The specific circumstances are as follows:
Serial number and content of the original clause serial number and content of the revised clause
Article 12 the company shall establish a Communist Party organization and carry out party activities 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 24 the company may purchase its own shares through Article 25. The company may purchase its own shares through public centralized trading, or through public centralized trading in laws and regulations, or other methods approved by laws and the CSRC. The company shall enter the company in accordance with the political, legal and other ways approved by the CSRC due to item (III) of paragraph 1 of Article 23 of the articles of association. Under the circumstances specified in items (V) and (VI), the acquisition of the company’s shares due to item (III) of paragraph 1 of Article 24 of the articles of association shall be carried out through the circumstances specified in items (V) and (VI) of public centralized trading. The acquisition of shares of the company shall be conducted through public centralized trading.
Article 25 the company is subject to Article 23 of the articles of association and Article 26 of the articles of association
Under the circumstances specified in items (I) and (II) of paragraph 1, the purchase of shares of the company under the circumstances specified in items (I) and (II) of paragraph 1 shall be subject to the resolution of the general meeting of shareholders; The public acquisition of the company’s shares shall be decided by the general meeting of shareholders and discussed by the company in accordance with item (III) of paragraph 1 of Article 23 of the articles of Association; If the company acquires the shares of the company specified in items (III), (V) and (VI) of paragraph 1 of Article 24 of the articles of association due to the circumstances specified in items (V) and (VI), the acquisition of the shares of the company shall be subject to the presence of more than two-thirds of the directors, and the resolution of more than two-thirds of the board meeting shall be adopted. Resolutions of board meetings attended by directors.
After the company receives the company’s shares in accordance with paragraph 1 of Article 23 of the articles of association and purchases the company’s shares in accordance with paragraph 1 of Article 24 of the articles of association, if it belongs to item (I), it shall be cancelled within 10 days from the date of acquisition; If it belongs to the third party, it shall be cancelled within 10 days from the date of acquisition; In case of items (II) and (IV), it shall be transferred or cancelled within 6 months in case of items (II) and (IV); Transfer or cancellation within (III) and (V) months; Under the circumstances of items (III), (VI) and (V) and (VI), the total number of shares held by the company shall not exceed the issued shares of the company, and the total number of shares held by the company shall not exceed 10% of the total amount of the company, and shall be transferred or cancelled within 3 years. 10% of the total issued shares and shall be transferred or cancelled within three years.
Article 29 directors, supervisors and senior managers of the company Article 30 directors, supervisors and senior managers of the company and shareholders holding more than 5% of the company’s shares shall be transferred to their members and shareholders holding more than 5% of the company’s shares, Sell the shares of the company or other shares of the company or other securities with equity nature held by them within 6 months after buying, or sell the securities within 6 months after buying, or buy them again within 6 months after selling, and buy the proceeds within 6 months after they belong to the company, and the proceeds shall belong to the public, The board of directors of the company will recover its income. However, the company’s board of directors will recover its income. A securities company holds the remaining after-sales shares as a result of the exclusive sale, except for the sale of more than 5% of the remaining after-sales shares as a result of the exclusive sale, and the sale of more than 5% of the shares as a result of the securities regulatory authority under the State Council, as well as other circumstances stipulated by the China securities regulatory authority. Except for other circumstances stipulated by the CSRC.
The term “directors, supervisors, senior managers” as mentioned in the preceding paragraph, the term “directors, supervisors, senior managers” as mentioned in the preceding paragraph, the stocks held by individual shareholders or other stocks held by natural shareholders with equity nature or other equity securities, including the securities held and pledged by their spouses, parents and children, including their spouses, parents Children hold stocks or other stocks with shares held in other people’s accounts or stocks or other securities with rights held in other people’s accounts. Securities with equity nature.
If the board of directors of the company fails to implement the provisions of paragraph 1, and the board of directors of the shareholder company fails to implement the provisions of paragraph 1, the shareholders have the right to require the board of directors to implement it within 30 days. The directors of the company have the right to require the board of directors to implement it within 30 days. If the board of directors of the company fails to execute within the above-mentioned time limit, the shareholders have the right to directly raise the interests of the company to the people’s court in their own name for the interests of the company. If the board of directors fails to execute within the above-mentioned time limit, the shareholders have the right to directly bring a lawsuit to the people’s law in their own name.
The court brought a lawsuit.
If the board of directors of the company fails to comply with the provisions of paragraph 1, and the board of directors of the company fails to comply with the provisions of paragraph 1, the responsible directors shall bear joint and several liabilities according to law. The responsible directors shall be jointly and severally liable according to law.
Article 37 shareholders of the company shall undertake the following obligations: Article 38 shareholders of the company shall undertake the following obligations:
（1） Abide by laws, administrative regulations and the articles of Association; （1） Abide by laws, administrative regulations and the articles of Association;
（2） (2) to pay shares in accordance with the shares they have subscribed for and the way they have become shareholders; (2) to pay shares in accordance with the shares they have subscribed for and the way they have become shareholders; Gold;
（3） The company shall not withdraw its shares except under the circumstances prescribed by laws and regulations; （3） No withdrawal of shares shall be allowed except under the circumstances prescribed by laws and regulations; （4） (4) not abuse the rights of shareholders to damage the interests of the company or other shareholders; The independent status of the company’s legal person and the interests of shareholders shall not be abused; The independent status of the company’s legal person shall not be abused to damage the interests of the creditors of the company; And shareholders’ limited liability damage the interests of creditors of the company;
Where the shareholders of the company abuse the rights of shareholders and cause losses to the company or other shareholders (5) in accordance with laws, administrative regulations and the articles of association, they shall be liable for compensation according to law; Other obligations. If the shareholders of the company abuse the independent status of the company’s legal person and the shareholders have the right to abuse the rights of the shareholders, give the company or other share limited liabilities, evade debts, seriously damage the company’s creditors and cause losses, they shall be liable for compensation according to law; If the company has interests, it shall be jointly and severally liable for the debts of the company; The shareholders of the company abuse the independent status of the company’s legal person and have (5) other obligations of the company’s creditors that the shareholders should bear limited liability, evade debts and seriously damage the company’s creditors in accordance with the provisions of laws, administrative regulations and the articles of association. In case of interests, they shall be jointly and severally liable for the debts of the company.
Article 40 the general meeting of shareholders is the power organ of the company. Article 41 the general meeting of shareholders is the power organ of the company. It exercises the following functions and powers according to law:
（1） Decide on the company’s business policy and investment plan; （1） Decide on the company’s business policy and investment plan;
（2） Elect and replace directors who are not staff representatives; (2) elect and replace directors and supervisors who are not staff representatives, and decide on the remuneration of directors and supervisors; Supervisors, and decide on the remuneration of directors and supervisors; （3） Review and approve the report of the board of directors; （3） Review and approve the report of the board of directors;
（4） Review and approve the report of the board of supervisors; （4） Review and approve the report of the board of supervisors;
（5） Review and approve the company’s annual financial budget plan and decision (5) review and approve the company’s annual financial budget plan and final settlement plan; Calculation scheme;
（6） Review and approve the company’s profit distribution plan and loss recovery plan (6) review and approve the company’s profit distribution plan and loss recovery plan; Loss plan;
（7） Make resolutions on the increase or decrease of the company’s registered capital (7) make resolutions on the increase or decrease of the company’s registered capital; Discussion;
（8） Make resolutions on the issuance of corporate bonds; （8） Make resolutions on the issuance of corporate bonds;
（9） (9) to make resolutions on the merger, division, dissolution, liquidation or change of company form; Making resolutions in a more corporate form;
（10） Amend the articles of Association; （10） Amend the articles of Association;
（11） (11) to make resolutions on the employment and dismissal of accounting firms by the company; Resolutions;
（12） Deliberating and approving the guarantee matters specified in Article 41 of the articles of Association (12) deliberating and approving the guarantee matters specified in Article 42 of the articles of Association; Guarantee matters;
（13） (13) to consider and approve the matters referred to in Article 42 of the articles of association and the matters referred to in Article 43 of the articles of Association; Transactions;
（14） If the total amount of guaranteed assets purchased by the company exceeds 12% or the amount of guaranteed assets sold by the company in the most recent 12 months after deliberation or within the most recent one month after deliberation; 30% of the total assets audited in the current period;
（15） Deliberating and approving the relevant (15) matters specified in Article 43 of the articles of Association; deliberating and approving the joint transaction matters specified in Article 44 of the articles of Association; Related party transactions;
（16） Review the equity incentive plan; （16） Review the equity incentive plan and employee stock ownership plan; （17） Review and approve the change of the purpose of the raised funds; （17） Review and approve the change of the purpose of the raised funds; （18） To make a resolution on the company’s acquisition of the company’s shares due to the circumstances specified in Article 23 (I) (18) of the articles of association and the circumstances specified in Article 24 (I) to (II) of the articles of Association; Make a resolution;
（19） Review laws, administrative regulations, departmental rules or (XIX) review other matters that shall be decided by the general meeting of shareholders in accordance with laws, administrative regulations, departmental rules or the articles of association. Other matters that shall be decided by the general meeting of shareholders in accordance with the articles of association, the functions and powers of the above general meeting of shareholders and the legal duties of the general meeting of shareholders. The right shall not be authorized by the board of directors or other authorities to exercise the functions and powers of the above general meeting of shareholders and the statutory duties of the general meeting of shareholders
Organizations and individuals exercise on their behalf. The authorization of the general meeting of shareholders to the board of directors shall not be in the form of authorization, and the contents shall be clear and specific. Organizations and individuals exercise on their behalf. The authorization of the general meeting of shareholders to the board of directors shall be clear and specific.
Article 41 the following guarantee acts of the company shall be examined and approved by the board of directors. Article 42 the following guarantee acts of the company shall be submitted to the general meeting of shareholders for deliberation and approval after being examined and approved by the board of directors.
（1） The amount of a single guarantee exceeds the latest audited net assets (1) the amount of a single guarantee exceeds 10% of the latest audited net assets;
