Securities code: Zhang Xiaoquan Inc(301055) securities abbreviation: Zhang Xiaoquan Inc(301055) Announcement No.: 2022013 Zhang Xiaoquan Inc(301055)
On changing the business scope of the company and amending the articles of Association
And handle the announcement of industrial and commercial change registration
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.
Zhang Xiaoquan Inc(301055) (hereinafter referred to as "the company") held the 9th meeting of the second board of directors on March 11, 2022, deliberated and adopted the announcement on changing the company's business scope, amending the articles of association and handling the industrial and commercial change registration. Now the relevant matters are announced as follows:
According to the company law, securities law, guidelines for the articles of association of listed companies, Shenzhen Stock Exchange GEM Listing Rules and other relevant laws, regulations and normative documents, changes are made in combination with the company's strategic development and actual business scope. In view of the above changes, it is proposed to amend the business scope and other corresponding contents of the company in the articles of association and handle the industrial and commercial change registration.
1、 Changes in the company's business scope
Due to the needs of business development, the company decided to change its business scope and revise the relevant contents of the articles of association. Specifically:
Original business scope:
After legal registration, the business scope of the company: general items: manufacturing of metal daily necessities; Metal tool manufacturing; Household goods manufacturing; Manufacturing of household appliances; Daily wood products manufacturing; Daily ceramic products manufacturing; Daily glass products manufacturing; Manufacturing of daily chemical products; Manufacturing of daily sundries; Bamboo products manufacturing; Manufacturing of rubber products; Plastic products manufacturing; Wholesale of daily necessities; Wholesale of kitchenware, sanitary ware and daily sundries; Wholesale of cosmetics; Sales of daily necessities; Sales of daily necessities; Sales of daily necessities; Sales of metal tools; Household goods sales; Sales of household appliances; Sales of daily chemical products; Sales of plastic products; Cosmetics retail; Internet sales (except sales of goods requiring license); Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Organize cultural and artistic exchange activities; Brand management; Import and export of goods (except for items subject to approval according to law, carry out business activities independently according to law with business license). Licensed items: cosmetics production (for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval results).
Change to:
After legal registration, the business scope of the company: general items: manufacturing of metal daily necessities; Metal tool manufacturing; Household goods manufacturing; Manufacturing of household appliances; Daily wood products manufacturing; Daily ceramic products manufacturing; Daily glass products manufacturing; Manufacturing of daily chemical products; Manufacturing of daily sundries; Bamboo products manufacturing; Manufacturing of rubber products; Plastic products manufacturing; Wholesale of daily necessities; Wholesale of kitchenware, sanitary ware and daily sundries; Wholesale of cosmetics; Sales of daily necessities; Sales of daily necessities; Sales of daily necessities; Sales of metal tools; Household goods sales; Sales of household appliances; Sales of daily chemical products; Sales of plastic products; Cosmetics retail; Food sales (only pre packaged food); Internet sales (except sales of goods requiring license); Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Organize cultural and artistic exchange activities; Brand management; Import and export of goods (except for items subject to approval according to law, carry out business activities independently according to law with business license). Licensed items: cosmetics production (for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval results).
2、 Amendments to the articles of Association
Before and after revision
Article 13 the business scope of the company after registration according to Law Article 13 the business scope of the company after registration according to law: general items: manufacturing of metal daily necessities; Scope: general items: manufacturing of metal daily necessities; Metal tool manufacturing; Household goods manufacturing; Manufacturing of household metal tools; Household goods manufacturing; Manufacturing of household appliances; Daily wood products manufacturing; Daily ceramic electrical appliance manufacturing; Daily wood products manufacturing; Daily ceramic products manufacturing; Daily glass products manufacturing; Japanese porcelain products manufacturing; Daily glass products manufacturing; Manufacturing of daily chemical products; Manufacturing of daily sundries; Manufacturing of chemical products for bamboo; Manufacturing of daily sundries; Bamboo products manufacturing; Manufacturing of rubber products; Manufacturing of plastic products; Manufacturing of rubber products; Plastic products manufacturing; Wholesale of daily necessities; Manufacturing of kitchenware, sanitary ware and daily necessities; Wholesale of daily necessities; Wholesale of kitchenware, sanitary ware and daily sundries; Wholesale of cosmetics; Sales of daily necessities; Wholesale of miscellaneous goods; Wholesale of cosmetics; Sales of daily necessities; Sales of daily necessities; Sales of daily necessities; Sales of metal daily sundries; Sales of daily necessities; Sales of metal tools; Household goods sales; Sales of household appliances and tools; Household goods sales; Sales of household appliances; Sales of daily chemical products; Sales of plastic products; Sales of daily chemical products; Sales of plastic products; Cosmetics retail; Internet sales (excluding sales; cosmetics retail; food sales (only selling goods requiring license); Technical services, technical sales of prepackaged food); Internet sales (except for sales of technology development, technical consultation, technical exchange and products requiring technical license); Technical services, technology development and transfer, and technology promotion; Organize cultural and artistic exchange and development, technical consultation, technical exchange, technology transfer and activities; Brand management; Import and export of goods (except for technology promotion according to law; organizing cultural and art exchange activities; projects subject to approval, brand management according to law with business license; import and export of goods (except for independent business activities subject to approval according to law). Licensed items: in addition to the items approved by the cosmetics department, the products shall be produced independently by virtue of the business license according to law (the items subject to approval according to law shall be subject to relevant business activities). Licensed items: business activities can be carried out only after the approval of the cosmetics production department. Specific items that must be approved according to law shall be approved by relevant departments
Business items shall be subject to the approval results). Business activities can only be carried out after approval, and the specific business items shall be subject to the approval results).
Article 40 the general meeting of shareholders is the power organ of the company. Article 40 the general meeting of shareholders is the power organ 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) decide on the company's business policy and investment plan; Draw;
(II) elect and replace directors and supervisors who are not staff representatives; (II) elect and replace directors and supervisors who are not staff representatives, decide on the directors and supervisors of relevant directors and supervisors, and decide on the remuneration of relevant directors and supervisors; Remuneration matters;
(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 (V) review and approve the company's annual financial budget plan and final settlement plan; Plan and final settlement plan;
(VI) review and approve the company's profit distribution plan (VI) review and approve the company's profit distribution plan and loss recovery 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; Make resolutions;
(VIII) make resolutions on the issuance of corporate bonds; (VIII) make resolutions on the issuance of corporate bonds; (IX) make resolutions on the merger, division, dissolution and liquidation of the company (IX) make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company; Make resolutions on the settlement or change of the company form;
(x) amend the articles of Association; (x) amend the articles of Association;
（11） (11) make resolutions on the employment and dismissal of accounting firms by the company; Resolutions made by the office;
（12） (12) to examine and approve the guarantee matters specified in Article 41; Guarantee matters;
（13） (XIII) review the purchase and sale of major assets by the company within one year, which exceeds 30% of the company's total assets in the latest audit; 30% of total assets;
（14） Deliberating and approving the change of the purpose of the raised funds (14) deliberating and approving the change of the purpose of the raised funds; matter;
（15） Review the equity incentive plan; （15） (XVI) review the equity incentive plan and employee holding plan (XVI) review laws, administrative regulations and departmental share plans; Other matters specified in the rules or the articles of association that shall be decided by the general meeting of shareholders (16) to consider laws, administrative regulations and departments.
Other matters that shall be decided by the general meeting of shareholders in accordance with the rules or the articles of association.
Article 49 If the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own, they shall notify the board of directors in writing. If they convene the general meeting of shareholders, they shall notify the board of directors in writing. At the same time, they shall send a machine to the China Securities Regulatory Commission where the company is located and file it with the Shenzhen Stock Exchange.
Filing with the stock exchange. Before the announcement of the resolution of the general meeting of shareholders, the convening shareholders shall hold a shareholding ratio of not less than 10% before the announcement of the resolution of the general meeting of shareholders.
The proportion of shares shall not be less than 10%. The convening shareholders shall send the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders. When announcing the resolution of the East general meeting of Shenzhen Securities Exchange, the convening shareholders shall submit relevant supporting materials to the local office where the company is located. Submitted by the dispatched office of the CSRC and the stock exchange
Relevant supporting materials.
Article 107 the board of directors shall exercise the following functions and powers:
(I) convene the general meeting of shareholders and report to the general meeting of shareholders (I) convene the general meeting of shareholders and report to the general meeting of shareholders; Reporting work;
(II) implement the resolutions of the general meeting of shareholders; (II) implement the resolutions of the general meeting of shareholders;
(III) decide on the company's business plan and investors; (III) decide on the company's business plan and investment plan; Case;
(IV) formulate the company's annual financial budget plan; (IV) formulate the company's annual financial budget plan and final settlement plan; Final settlement plan;
(V) formulate the company's profit distribution plan and (V) formulate the company's profit distribution plan and loss recovery plan; Loss covering plan;
(VI) formulate plans for the company to increase or reduce its registered capital; (VI) formulate plans for the company to increase or reduce its registered capital, issue bonds or other securities and list; Issuance of bonds or other securities and listing plan of the company; (VII) formulate plans for the company's major acquisition and acquisition of the company (VII) formulate plans for the company's major acquisition, acquisition of the company's shares or merger, division, dissolution and change of the company's shares or merger, division, dissolution and change of the company's form; Scheme in the form of company;
(VIII) within the scope authorized by the general meeting of shareholders, decide (VIII) within the scope authorized by the general meeting of shareholders, decide on the company's foreign investment, acquisition and sale of assets, foreign investment of asset company, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, relevant mortgage, external guarantee, entrusted financial management, related party transactions and other matters; External liaison, donation, etc;
(IX) decide on the establishment of the company's internal management organization; (IX) decide on the establishment of the company's internal management organization; (x) appoint or dismiss the general manager and directors of the company (x) appoint or dismiss the general manager and Secretary of the board of directors of the company; Appoint the Secretary of the board of directors according to the nomination of the general manager, and decide on his remuneration, rewards and punishments, or dismiss the deputy general manager and the person in charge of finance of the company; According to the nomination of the general manager, appoint or other senior managers, and decide on their remuneration, dismissal of the company's deputy general manager, financial director and other high-ranking and reward and punishment matters; (11) formulate the basic management system of the company; Punishments; （12） Formulate the amendment plan of the articles of Association; （11） Formulate the basic management system of the company; （13） Manage the information disclosure of the company; （12） Formulate the amendment plan of the articles of Association; （14） Propose to the general meeting of shareholders to hire or replace (XIII) manage the information disclosure of the company;
An accounting firm that audits the company; （14） Propose to the general meeting of shareholders to hire or replace (XV) an accounting firm that listens to the work report of the company's manager and audits the company;
Check the work of the manager; （15） Listen to the work report of the manager of the company and (XVI) check the work of the manager according to laws, administrative regulations and departmental rules;
Or other powers conferred by the articles of association. （16） The board of directors of the company shall establish an audit committee in accordance with laws, administrative regulations and departmental rules, and shall exercise other functions and powers conferred by or these articles of association. It is necessary to set up strategic decision-making, nomination, remuneration and examination. The board of directors of the company shall set up an audit committee, and relevant special committees such as nuclear and information technology governance shall be established. It is necessary to set up a special committee for strategic decision-making, nomination, remuneration and examination, which is responsible to the board of directors, and audit, information technology governance and other relevant special committees in accordance with this chapter. Cheng and the board of directors authorize the performance of duties, and the proposal shall be submitted to the board of directors for deliberation and decision in accordance with this chapter. The process of the special committee and the authorized performance of the board of directors
