Securities code: Innuovo Technology Co.Ltd(000795) securities abbreviation: Innuovo Technology Co.Ltd(000795) Announcement No.: 2022019
Innuovo Technology Co.Ltd(000795)
Announcement on Amending the articles of Association
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 material omissions.
Innuovo Technology Co.Ltd(000795) (hereinafter referred to as "the company") held the 3rd meeting on March 10, 2022
The fourth meeting of the ninth board of directors deliberated and adopted the company's proposal on Amending the articles of association
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. The specific situation is hereby announced as follows:
1、 Amendments to the articles of Association
According to the company law of the people's Republic of China, the securities law of the people's Republic of China and Shenzhen Securities
Stock listing rules of Shenzhen Stock Exchange, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - Main
Regulations of laws, regulations and normative documents such as the "standardized operation of listed companies on the board" and the "guidelines for the articles of association of listed companies"
In combination with the actual situation of the company, the company plans to amend some provisions of the articles of association
The contents are as follows:
Original clause revised clause
Article 24 the company may:
In accordance with laws, administrative regulations, departmental rules and Article 24 of this chapter, the company shall not acquire its own shares, except for the acquisition of its own shares in accordance with the provisions of Cheng: Yes, except under one of the following circumstances:
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(VI) the listed company is required to maintain the company's value and share; (VI) the listed company is required to maintain the company's value and shareholders' equity. Required.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 41 the general meeting of shareholders is the power of the company Article 41 the general meeting of shareholders is the power organ of the company, which shall exercise the following functions and powers according to law: exercise the following functions and powers according to law:
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（15） Review the equity incentive plan; （15） Review the equity incentive plan and employee stock ownership plan;
Article 42 the following external guarantees of the company and the following external guarantees of the company shall be deliberated and approved by the general meeting of shareholders:
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(III) guarantee for the object whose asset liability ratio exceeds 70% (III) guarantee for the object whose asset liability ratio exceeds 70% in the latest financial statement; Guarantee provided by 70% of the guaranteed objects;
(IV) the amount of guarantee within 12 consecutive months exceeds (IV) the amount of guarantee within one year exceeds 30% of the company's latest audited total assets; 30% of the total assets audited in phase I;
(V) the guarantee amount exceeds (V) the total external guarantee amount of the company and its holding subsidiaries within 12 consecutive months, exceeding 50% of the company's latest audited net assets and absolutely exceeding 30% of the latest audited total assets, and the guarantee amount provided after exceeding 50 million yuan; Any guarantee;
Article 46 when the company holds the general meeting of shareholders, it will hire a lawyer to give legal opinions on the following issues and make a public announcement:
(I) whether the convening and convening procedures of the meeting comply with laws, administrative regulations and the articles of Association;
(II) whether the qualifications of the attendees and convener are legal and valid, the number of shareholders attending the general meeting, the number of authorized representatives of shareholders and the number of representative shares;
Article 46 when the company holds the general meeting of shareholders, it will (III) whether the voting procedures and voting results of the meeting are legal, hire a lawyer to issue legal opinions on the following issues, which are fair and effective;
Report: (Ⅳ) withdrawal of relevant shareholders from voting. If the convening and convening procedures of the share (I) meeting are in conformity with the laws, administrative regulations and the articles of association after the notice of the shareholders' meeting; In case of withdrawal from voting, the relevant reasons shall be disclosed in detail, and (II) the qualification of the participants and the legality and compliance of the convener shall be given clear opinions;
Whether the qualification is legal and valid; （5） (III) if the voting procedures and results of the meeting are in accordance with paragraph 4 of Article 82 of the articles of association, the votes of relevant shareholders shall be included in the general meeting of shareholders, and whether the voting is legal and valid; Whether the total number of shares is legal and compliant and whether the voting results are legal and compliant (Ⅳ) issue clear opinions on other relevant issues at the request of the company;
With legal advice. (VI) in addition to the proposal to elect directors and supervisors by cumulative voting, the number of shares agreed, opposed and abstained from each proposal and its proportion in the total number of valid voting shares attending the meeting, as well as whether the proposal has been adopted.
The number of votes of each elected director, the number of votes of each candidate for the election of supervisors, and the number of votes obtained by each proposal; Whether the voting result of the general meeting of shareholders is legal and valid;
(VII) legal opinions on other relevant issues at the request of the company.
Article 50 the board of supervisors or shareholders decide to call the meeting on their own
Article 50 the shareholders' meeting convened by the board of directors of Zhejiang stock exchange or the board of supervisors shall be notified in writing to the board of directors of Shenzhen Stock Exchange at the same time. For the record of the exchange.
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The convening shareholders shall submit relevant certificates to the administration and Shenzhen Stock Exchange when issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders by the board of supervisors or the convening shareholders when issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders by the Zhejiang supervisor of the CSRC. Material.
Article 51 for the general meeting of shareholders convened by the board of supervisors or shareholders, the board of directors and the Secretary of the board of directors will the general meeting of shareholders, and the board of directors and the Secretary of the board of directors will cooperate. The directors cooperate. The board of directors shall provide the register of shareholders on the date of equity registration, and the board of directors will provide the register of shareholders on the date of equity registration. East roster.
Article 56 the notice of the general meeting of shareholders includes the following contents:
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(V) name and telephone number of permanent contact for conference affairs (V) name and telephone number of permanent contact for conference affairs; Code. (VI) voting time and procedures by network or other means.
Article 58 the general meeting of shareholders adopts the Internet or its
In case of other ways, the notice of the general meeting of shareholders shall clearly specify Article 58. The voting time and the starting time of the voting process of the general meeting of shareholders through network or other ways shall not be earlier than the day before the on-site general meeting of shareholders. The beginning of online or other voting of the general meeting of shareholders shall be 3:00 p.m. and shall not be later than 9:30 a.m. on the day of the on-site general meeting of shareholders, and its end time shall not be earlier than 9:15 p.m. on the day of the on-site general meeting of shareholders, and its end time shall not be earlier than 3:00 p.m. on the day of the end of the on-site general meeting of shareholders. The meeting ended at 3:00 p.m.
Article 81 the following matters shall be adopted by special resolution of the general meeting of shareholders:
(I) the company increases or decreases its registered capital;
(II) division, merger, dissolution, liquidation and change of corporate form of the company;
（3） Amendments to the articles of association and its annexes (including the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors and the rules of procedure of the board of supervisors);
(IV) the company purchases or sells major assets within one year, or Article 81 the following matters are approved by a special resolution of the general meeting of shareholders that the amount of guarantee exceeds 30% of the company's total assets audited in the latest period:;
(I) the company increases or decreases its registered capital; (V) equity incentive plan;
(II) division, merger, dissolution and liquidation of the company (VI) separation and listing of its subsidiaries;
Calculate; （7） Issuance of shares, convertible corporate bonds and preferred shares (3) amendments to the articles of Association; And other securities varieties approved by the CSRC;
(IV) the company purchases and sells major shares within one year (VIII) repurchase shares for the purpose of reducing registered capital; The amount of assets or guarantees exceeds the most recent audited (IX) major asset reorganization of the company;
Accounting for 30% of total assets; (x) the general meeting of shareholders of the company decides to voluntarily withdraw its shares in (V) equity incentive plan; Shenzhen stock exchange is listed for trading, and decides not to trade in the exchange (VI) laws, administrative regulations or the articles of association, or instead applies for trading or transfer in other trading places; (11) other matters that the general meeting of shareholders determines to have a significant impact on the company by ordinary resolution, that need to be passed by special resolution, and that need to be passed by special resolution. Item;
（12） Other matters stipulated by laws, administrative regulations or the articles of association, and determined by the general meeting of shareholders by ordinary resolution that will have a significant impact on the company and need to be passed by special resolution. The proposals mentioned in items (VI) and (x) of the preceding paragraph, except
