Securities code: Andon Health Co.Ltd(002432) securities abbreviation: Andon Health Co.Ltd(002432) Announcement No.: 2022028 Andon Health Co.Ltd(002432)
Announcement on Amending the articles of Association
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and bear joint and several liabilities for false records, misleading statements or major omissions in the announcement.
Andon Health Co.Ltd(002432) (hereinafter referred to as “the company”) was established on March 11, 2022
The 23rd Meeting of the 5th board of directors was held on September, and the proposal on Amending the articles of association was considered and adopted. The specific contents are announced as follows:
1、 Description of the revision of the articles of Association
According to the actual development needs of the company, the company plans to increase its business scope. At the same time, in order to further improve the corporate governance and standardize the company’s operation, the company plans to revise the relevant provisions of the articles of association simultaneously according to the requirements of the guidelines for the articles of association of listed companies (revised in 2022), the stock listing rules of Shenzhen Stock Exchange (revised in 2022) and other relevant documents. The specific amendments are as follows:
Comparison of amendments to the articles of Association
Original articles of association revised articles of Association
Article 9 the company is an enterprise legal person with independent legal person property. Article 9 all the assets of the company are divided into equal shares, and the shareholders enjoy the property rights of the legal person. Its organizational form is that the shares are limited to the shares it subscribes for and the company is limited to the company, that is, all the capital of the company is divided into equal shares, and all its assets are responsible for the debts of the company. Shareholders shall be liable to the company to the extent of their subscribed shares, and the company shall be liable for the company’s debts with all its assets. Article 13 the company shall be approved and registered by the company registration authority. Article 13 of the company shall be approved and registered by the company registration authority. The business scope of the company is: development, production and sales of electronic products, and the business scope is: development, production and sales of electronic products Medical devices (medical devices approved by the medical device manufacturer’s license (subject to the product scope approved by the medical device manufacturer’s license), instruments and meters, electrical machinery and equipment, product scope), instruments and meters, electrical machinery and equipment, communication equipment, wearable intelligent devices, intelligent vehicle mounted devices, communication equipment, wearable intelligent devices Intelligent vehicle equipment, service consumption Siasun Robot&Automation Co.Ltd(300024) , electroacoustic devices and parts and related service consumption Siasun Robot&Automation Co.Ltd(300024) , electroacoustic devices and parts and related technical consulting services, lighting lamp manufacturing, intelligent lighting electricity technology consulting services, lighting lamp manufacturing, intelligent lighting electricity
Device manufacturing; Computer software and related technical consulting services; Device manufacturing; Computer software and related technical consulting services; Technical development of computer software and information technology, technical consultation, technical consultation, technical service, technology transfer and Internet data service of computer software and information technology; Consultation, technical services, technology transfer and Internet data services; Health information consultation (except for approved diagnosis and treatment activities); Health information consultation (except for approved diagnosis and treatment activities); Import and export of goods and technology; Daily necessities, import and export of environmental protection goods and technology; Daily necessities, environmental protection equipment, air purifier equipment, beauty instruments, medical equipment, air purifier equipment, beauty instruments, medical supplies and equipment, mechanical equipment, household audio-visual equipment, hardware and equipment, mechanical equipment, household audio-visual equipment, hardware products, lamps, household appliances and electronic products, food, products, lamps Household appliances and electronic products, food, beverages, clocks, glasses, bags, bicycles and other transportation equipment, cosmetics and sanitary products, sporting goods and equipment, equipment, cosmetics and sanitary products, sporting goods and equipment, stainless steel products, plastic products, silica gel products, smart home stainless steel products Retail and wholesale of plastic products, silica gel products, smart home, tableware, maternal and infant products (except food and medicine), measuring house, tableware, maternal and infant products (except food and medicine), measuring tools, hand tools, electric tools, Kitchenware and sanitary ware, measuring tools, hand tools, electric tools, Kitchenware and sanitary ware, communication equipment, pumps and vacuum equipment communication equipment Retail and wholesale of pumps and vacuum equipment (for items subject to approval according to law, business activities of three types of medical devices can only be carried out after approval by relevant departments)
Article 23 under the following circumstances, the company may not purchase its own shares in accordance with Article 23 of the law. However, laws, administrative regulations, departmental rules and normative documents are excluded from any of the following circumstances: the acquisition of the company’s shares in accordance with the relevant provisions of the articles of association: (I) reduction of the company’s registered capital;
(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) use shares for employee stock ownership plan or equity incentive (III) reward shares to employees of the company; Excitation;
(IV) the shareholder requests the company to purchase its shares due to the merger of the company made by the general meeting of shareholders, (IV) the shareholder disagrees with the resolution on merger and division of the company made by the general meeting of shareholders. Dissent from the division resolution and require the company to purchase its shares; Except for the above circumstances, the company shall not buy or sell the company’s shares (V) and use the shares to convert the convertible shares issued by the company into shares. Corporate bonds of stocks;
(VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
Article 24 the company may choose to purchase its own shares. Article 24 the company may purchase its own shares through
One of the following methods: open centralized trading, or laws and administrative regulations (I) centralized bidding trading in stock exchanges; And other methods approved by the CSRC.
(II) method of offer; The company shall adopt other methods approved by the CSRC due to item (III) of paragraph 1 of Article 23 of the articles of association. The acquisition of shares of the company under the circumstances specified in items (V) and (VI) shall be carried out through public centralized trading.
Article 25 If the company purchases shares under the circumstances specified in items (I) and (II) of the company’s share price due to the reasons specified in Items 1 (I) to (II) of Article 23 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders. The company’s shares in accordance with this chapter shall be subject to the resolution of the general meeting of shareholders; after purchasing the shares of the company in accordance with Article 23 of the articles of association, if items (III) and (VI) of paragraph 1 of Article 23 of the articles of association belong to item (I), the company shall cancel these shares within 10 days from the date of acquisition; If the company’s shares belong to item (II) and item (IV), they can be transferred in accordance with the provisions of the articles of association or in the case of item (IV) of shareholders, they shall be cancelled by the directors present by more than two-thirds of the directors within 6 months or authorized by the general meeting. Resolutions of the board meeting.
In accordance with item (III) of Article 23 of the articles of association, the shares of the company purchased by the company in accordance with paragraph 1 of Article 23 of the articles of association shall not exceed 10% of the total issued shares in case of item (I); The funds used for acquisition shall be written off within 10 days from the date of acquisition; If it belongs to item (II), it shall be paid from the after tax profit of the company; In the case of the purchased shares and item (IV), they shall be transferred within six months and shall be transferred to the employees within one year. Transfer or cancellation; In the case of items (III), (V) and (VI), the total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within three years.
Article 26 the shares of the company may be transferred according to law. Article 26 the shares of the company may be transferred according to law.
After the listing of the shares is terminated (except for active delisting), the company’s shares will enter the national share transfer system for small and medium-sized enterprises to continue trading. Article 30 the company shall establish the register of shareholders based on the vouchers provided by Shenzhen Branch. Unless there is evidence to the contrary, whether to establish the register of shareholders. The register of shareholders is to prove that the shareholders hold the company’s shares, and the register of shareholders is sufficient evidence to prove that the shareholders hold the company’s shares. Sufficient and unique evidence of the shareholders according to the shares they hold. Shareholders enjoy rights and assume obligations according to the types of shares they hold; Holding the same kind of rights and obligations; Shareholders holding shares of the same kind shall enjoy the same rights and shareholders bearing the same obligations shall enjoy the same rights and bear the same obligations. Business. The company shall sign the share custody agreement with Shenzhen Branch, and the company shall sign the share custody agreement with Shenzhen Branch to regularly query the information of major shareholders and the shareholding of major shareholders, regularly query the information of major shareholders and the shareholding change (including the pledge of equity) of major shareholders, and timely grasp the public change (including the pledge of equity), Timely grasp the changes of the company’s ownership structure. Changes in the company’s ownership structure.
Article 37 the shareholders of the company shall undertake the following obligations: Article 37 the shareholders of the company shall undertake the following obligations:
(I) abide by laws, administrative regulations, departmental rules and regulations; (I) abide by laws, administrative regulations and the articles of Association; The normative documents and the relevant provisions and requirements of the articles of association, (II) pay shares according to the shares they subscribe for and the way they participate in shares, and exercise shareholders’ rights according to law; Gold;
(II) pay the shares according to the shares they have subscribed for and the way they have become shares; (III) except for the circumstances stipulated by laws and regulations, the money shall not be refunded, except for laws, administrative regulations, departmental rules and normative shares; The company shall not withdraw its shares except under the circumstances specified in the documents. (IV) shareholders who fail to (IV) abuse their rights to damage the company or other shareholders who pay share capital within the time limit shall be liable for breach of contract in accordance with the law, which will bring benefits to shareholders; The company shall not abuse its independent status as a legal person and shall be liable for compensation according to law if it causes damage to the company; Damage the interests of creditors of the company according to the limited liability of shareholders; Its share of shares bears the losses and debts of the company; (V) laws, administrative regulations and the articles of association shall undertake (III) shall not abuse the rights of shareholders to damage the company or other obligations undertaken by others. The shareholders of the company abuse the rights of shareholders to the interests of public shareholders; If the company or other shareholders cause losses, they shall bear them according to law. (IV) they shall not abuse the independent status of the company’s legal person and the shareholders shall be liable for compensation. The shareholders of the company abuse the independent status of the legal person and limit their liability to damage the interests of the creditors of the company; Where a shareholder of a company abuses the limited liability of shareholders, evades debts, and seriously damages the company’s use of shareholders’ rights to cause losses to the company or other shareholders and the interests of creditors, he shall be jointly and severally liable for the debts of the company, and shall be liable for compensation according to law. The company’s shareholders abuse their duties. Where the independent status of a company as a legal person and the limited liability of shareholders evade debts and seriously damage the interests of creditors of the company, they shall be jointly and severally liable for the debts of the company. (V) obey and implement the resolutions passed by the general meeting of shareholders according to law, and shall not engage in any behavior detrimental to the interests of the company; (VI) laws, administrative regulations, departmental rules and normative
Other obligations stipulated in the documents and the articles of association. Article 39 the controlling shareholders of the company shall not take advantage of their unconnected relationship with the controlling shareholders and actual controllers of the company to damage the interests of the company. In violation of the regulations, the company may use its affiliated relationship to damage the interests of the company. Those who violate the regulations and cause losses shall be liable for compensation. If the holding company of the company causes losses to the company, it shall be liable for compensation. Shareholders shall consciously respect the interests of the company and its minority shareholders. The controlling shareholders and actual controllers of the company shall have good faith to the company and the company’s society, and the public shareholders of the company and the public shareholders of the company shall have good faith obligations. The controlling shareholder shall be strictly responsible. The controlling shareholder shall strictly exercise the rights of the contributor in accordance with the law and exercise the rights of the contributor in accordance with the law. The controlling shareholder shall not use profit distribution, asset reorganization, foreign investment, profit distribution, asset reorganization, foreign investment, capital occupation, loan guarantee and other means to damage the company and society Damage the legitimate rights and interests of the company and public shareholders by means of loan guarantee, and shall not use the legitimate rights and interests of the shareholders in the place where they control, or use their control position to damage the interests of the company and public shareholders. The interests of the company and public shareholders. The controlling shareholder of the company shall be completely separated from the company in terms of “organization, personnel, assets, business and finance”, operate and calculate independently, and bear responsibilities and risks independently. It is not allowed to take advantage of its special status to require the company to undertake additional services and responsibilities for it. The board of directors of the company shall establish a mechanism of “occupation and freezing” of the shares held by the controlling shareholders, that is, if it is found that the shares held by the controlling shareholders and their subordinate enterprises occupy the assets of the company, it shall immediately apply for judicial freezing of the shares held by the controlling shareholders. If it cannot be repaid in cash, it shall repay the occupied assets by realizing its shares. The board of directors of the company and members of the group for preventing the occupation of funds by major shareholders and related parties are obliged to maintain that the company’s funds are not controlled
