Jiangxi Sanxin Medtec Co.Ltd(300453) articles of Association
Revised comparison table (March 2022)
The amendment to the articles of association was deliberated and adopted at the 17th meeting of Jiangxi Sanxin Medtec Co.Ltd(300453) the 4th board of directors,
It needs to be submitted to the 2021 annual general meeting for deliberation.
According to the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules and listed companies
Self regulatory guidelines No. 2 - laws, regulations and normative regulations such as the standardized operation of GEM listed companies and the articles of Association
The relevant provisions of the document, combined with the actual situation of the company and the latest laws and regulations, have revised the rules of procedure of the general meeting of shareholders of the company
Revised accordingly. The comparison table of amendments to the articles of association is as follows:
Contents of articles of association before and after this revision
The company is a joint stock limited company (hereinafter referred to as "the company") established in accordance with the company law and other relevant regulations. Division ").
Article 2
The company is registered in Nanchang market and quality supervision and management company and Nanchang administrative examination and approval Bureau. Registration with the Bureau. The unified social credit code of the company is 913 Daqin Railway Co.Ltd(601006) 13026983x. 913 Daqin Railway Co.Ltd(601006) 13026983X。
Company domicile: Jiangxi Nanchang Xiaolan Economic Development Zone company domicile: Article 5 of Xiaolan Economic Development Zone, Nanchang County, Jiangxi Province
999 Toyama Avenue. Postal Code: No. 999, Fushan Avenue, 330200 FA district. Postal Code: 330200
Article 12 the company shall, in accordance with the provisions of the articles of association of the Communist Party of China, set up a (subsequent article number to establish the Communist Party to organize and carry out party activities. The company shall be automatically updated by the party)
Provide necessary conditions for the organization's activities.
The company shall not acquire its own shares. However, a company may, in accordance with the law
Except for one of the following circumstances:
The provisions of administrative regulations, departmental rules and the articles of association shall be accepted
……
Purchase of shares in the company:
Article 24 (VI) in order to safeguard the company's value and shareholders' rights
Necessary for profit.
(VI) in order to safeguard the company's value and shareholders' rights
Except for the above circumstances, the company will not buy or sell the public goods necessary for the public welfare.
Company stock activities.
When the company acquires its own shares, it can choose the following
One way:
The company may acquire its own shares through public (I) centralized bidding of stock exchanges
Centralized trading mode, or laws, administrative regulations and forms;
Other methods approved by the CSRC.
(II) method of offer;
Where a company purchases its own shares, it shall adopt other methods approved by the CSRC in accordance with the certificate (III).
Article 25 Where an information company purchases its own shares in accordance with the securities law and the relevant provisions of the CSRC, it shall comply with the securities law
Disclosure obligations. Information on the performance of the company due to the securities law of Article 24 of the articles of association and relevant provisions of the CSRC
(III), (V) and (VI) stipulate the obligation of disclosure.
Due to Article 23 of the articles of association
In the case of purchasing the shares of the company, the provisions of items (III), (V) and (VI) shall be made public
Centralized trading.
The acquisition of shares of the company shall be made public
Centralized trading.
If the company purchases its shares due to item (I) of Article 23 of the articles of association, items (I) and (II) of Article 24 of the articles of association, and items (II) of Article 24 of the articles of association, the purchase of its shares shall be subject to the resolution of the general meeting of shareholders. Article 23 of the articles of association shall be resolved by the general meeting of shareholders. If the company's shares are purchased under the circumstances specified in items (III), (V) and (VI) of Article 24, items (III), (V) and (VI) of the articles of association, it only needs to purchase the shares of the company under the circumstances specified in three, It only needs to be reviewed and approved at the meeting of the board of directors attended by more than two-thirds of the directors, and it does not need to be submitted to the general meeting of shareholders for review. Yes, it is not necessary to submit it to the general meeting of shareholders for deliberation.
If the company receives the company's shares in accordance with Article 23 of the articles of association and purchases the company's shares in accordance with Article 24 of the articles of association, it belongs to item (1), and if the company purchases the company's shares, it belongs to item (1), Article 26
It shall be cancelled within 10 days from the date of acquisition; If it belongs to a third party, it shall be cancelled within 10 days from the date of acquisition; In the case of items (II) and (IV), it shall be transferred or cancelled within six months in the case of items (II) and (IV); It belongs to item (III) and is transferred or cancelled within months; In the case of items (III), (V) and (VI), and in the case of items (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 10% of the total issued shares of the company, And shall be transferred or cancelled within three years. The specific implementation rules shall be transferred or cancelled within three years. The specific implementation rules shall be implemented in accordance with the latest effective laws, regulations or rules. that 's ok.
If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, the shareholders have the right to require the board of directors to implement it within 30 days. In case of execution, the shareholders have the right to require the board of directors to execute within 30 days. If the board of directors fails to execute within the above period, the shareholders shall execute. If the board of directors of the company fails to implement within the above-mentioned period, Article 30 has the right to bring a lawsuit directly to the shareholders in its own name for the benefit of the company, and has the right to bring a lawsuit directly to the people's court in its own name for the benefit of the company. The board of directors of the company fails to bring a lawsuit to the people's court in accordance with article. If the board of directors of the company fails to implement the provisions of paragraph 1, and the responsible directors implement the provisions of paragraph 1 of this article according to law, the responsible directors shall bear joint and several liabilities. Directors shall be jointly and severally liable according to law.
The general meeting of shareholders is the authority of the company, and the general meeting of shareholders is the authority of the company according to law. It exercises the following functions and powers according to law:
…… ……
（12） Review and approval error! Reference (XII) approval error not found! Reference source not found. Specified guarantee matters; Source. Specified guarantee matters;
…… ……
（17） Make a resolution on the acquisition of the company's shares due to the circumstances specified in items (I) and (II) of Article 24 and Article 41 of the articles of association in Article 23 (17) of the articles of Association; Make a resolution to purchase shares of the company;
…… ……
The general meeting of shareholders shall not delegate the statutory functions and powers exercised by the general meeting of shareholders to the board of directors. The board of directors is authorized to exercise the functions and powers illegally determined by the shareholders' meeting. The functions and powers that are illegally determined to be exercised by the general meeting of shareholders can be exercised by the general meeting of shareholders. The functions and powers that can be exercised by the general meeting of shareholders can be delegated to the board of directors after being deliberated and approved by the general meeting of shareholders. The contents of the authorization shall be clear and specific. Specific.
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. At the same time, if they decide to convene the general meeting of shareholders on their own, they shall notify the board of directors in writing, At the same time, it shall be filed with the dispatched office of the CSRC and the stock exchange where the company is located. Case.
Before the announcement of the resolution of the general meeting of shareholders, convene the shareholders to hold the resolution. Before the announcement of the resolution of the general meeting of shareholders, convene the shareholders to hold Article 51
The proportion of shares shall not be less than 10%.
