Securities code: Avary Holding (Shenzhen) Co.Limited(002938) securities abbreviation: Avary Holding (Shenzhen) Co.Limited(002938) Announcement No.: 2022016
Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd
Announcement on Amending the rules of procedure of the general meeting of shareholders
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.
According to the rules for the general meeting of shareholders of listed companies (revised in 2022) issued by China Securities Regulatory Commission, the company plans to revise some provisions of the rules of procedure for the general meeting of shareholders of the company. The comparison between the corresponding provisions of the rules of procedure for the general meeting of shareholders before and after the amendment is as follows:
Before and after modification
Article 11 if the board of supervisors or shareholders decide to convene a shareholders' meeting on their own, they shall notify the board of directors in writing. If the board of supervisors or shareholders decide to convene a shareholders' meeting on their own, they shall notify the board of directors in writing. At the same time, they shall report to the local office of the CSRC and the stock exchange for the record.
Case. Before the announcement of the resolution of the general meeting of shareholders, convene shareholders to hold shares
Before the announcement of the resolution of the general meeting of shareholders, convene shareholders to hold shares
The proportion shall not be less than 10%. The proportion shall not be less than 10%.
The board of supervisors and the convening shareholders shall pass the general meeting of shareholders before issuing the general meeting of shareholders
When knowing and publishing the announcement of the resolution of the general meeting of shareholders, when knowing and publishing the announcement of the resolution of the general meeting of shareholders to the place where the company is located, relevant supporting materials shall be submitted to the dispatched office of the CSRC and the stock exchange where the securities are traded. Relevant supporting materials.
Article 25 the company's general meeting of shareholders adopts network or other methods. Article 25 the company shall specify in the notice of the general meeting of shareholders
The notice of the general meeting of shareholders shall clearly specify the voting time of the network or other methods, the voting time of the voting network or other methods and the voting procedures. Procedure.
At the beginning of online or other voting of the general meeting of shareholders, the time of online or other voting of the general meeting of shareholders shall not be earlier than the afternoon of the day before the on-site general meeting of shareholders, not earlier than 3:00 p.m. of the day before the on-site general meeting of shareholders, not later than 3:00 p.m. of the day when the on-site general meeting of shareholders is held, and not later than 9:30 a.m. of the day when the on-site general meeting of shareholders is held, The closing time shall not be earlier than 9:30 p.m. of the on-site general meeting of shareholders, and the closing time shall not be earlier than the on-site general meeting of shareholders
At 3:00 p.m. on the end of the day. At 3:00 p.m. on the end of the day.
Article 26 all shares registered on the date of equity registration Article 26 all shares registered on the date of equity registration
Shareholders or their agents have the right to attend the general meeting of shareholders, and shareholders or their agents have the right to attend the general meeting of shareholders in accordance with relevant laws, regulations and the articles of association. The company and the convener shall not refuse for any reason. Article 28 the company shall be responsible for making the meeting register of the participants. The name of the conference is the name of the meeting (name of the unit), the ID number, the address of the domicile, the number of shares held or represented, the name of the agent, or the name of the unit.
Article 32 at the annual general meeting of shareholders, the board of directors and Article 31 at the annual general meeting of shareholders, the board of directors and the board of supervisors shall report to the general meeting of shareholders on the work of the past year, and the board of supervisors shall report to the general meeting of shareholders on the work of the past year. Independent directors shall also make work report. Report. Each independent director shall make a work report.
Article 36 when the general meeting of shareholders deliberates on major matters affecting the interests of small and medium-sized investors, when voting on major matters that should benefit small and medium-sized investors, the votes of small and medium-sized investors shall be counted separately. The results of separate vote counting shall be disclosed in a timely manner. Separate counting. The results of separate vote counting shall be disclosed in a timely manner. The shares of the company held by the company have no voting rights, and the shares of the company held by the company have no voting rights, and these shares are not included in the total number of shares with voting rights attending the general meeting of shareholders. Total number of shares.
The board of directors, independent directors and shareholders meeting the relevant provisions of the company may publicly solicit shareholders' voting rights if they buy shares with voting rights in the company in violation of the conditions of the securities law, Shareholders' voting rights shall fully disclose the information such as the intention of 30 votes after the purchase of the shares exceeding the specified proportion to the solicited person. It is prohibited to collect shareholders' voting rights by means of paid or paid in disguised form within six months, and the voting rights shall not be counted into the attending shares. The company shall not collect the total number of shares with voting rights at the general meeting.
The right to propose a minimum shareholding limit. The board of directors, independent directors, shareholders holding more than 1% of the voting shares or investor protection institutions established in accordance with laws, administrative regulations or the provisions of the CSRC may publicly solicit shareholders' voting rights. The solicitation of shareholders' voting rights shall fully disclose the specific voting intention and other information to the solicited person. It is prohibited to solicit shareholders' voting rights by means of compensation or compensation in disguised form. Except for legal conditions, the company shall not put forward a minimum shareholding limit on the solicitation of voting rights.
Article 39 in addition to the cumulative voting system, the general meeting of shareholders will vote on all proposals item by item in addition to the cumulative voting system. All proposals on the same matter shall be voted on item by item. If there are different proposals on the same matter, the list of proposals will be made according to the chronological order of proposals. If there are proposals, they shall be voted according to the chronological order of proposals. Except for the resolution of the general meeting of shareholders due to force majeure and other special reasons.
Except that the general meeting of shareholders is suspended or unable to make a resolution due to force majeure and other special reasons, the general meeting of shareholders will not make a resolution on the suspension or failure, and the general meeting of shareholders shall not shelve or vote on the proposal. The motion shall be put on hold or not voted on.
Article 40 when the shareholders' meeting deliberates a proposal, the proposal will not be amended. Article 39 when the shareholders' meeting deliberates a proposal, the relevant change shall be regarded as a proposal for amendment. Otherwise, the relevant change shall be regarded as a new proposal and cannot be voted at the current shareholders' meeting. A new proposal shall not be voted at this shareholders' meeting.
-Article 45 the resolutions of the general meeting of shareholders shall be announced in time, and the number of shareholders and agents attending the meeting shall be listed in the announcement The total number of voting shares held and their proportion in the total number of voting shares of the company, voting methods, voting results of each proposal and details of various resolutions adopted.
-Article 46 If the general meeting of shareholders passes the proposal on the election of directors and supervisors, the new directors and supervisors shall take office in accordance with the provisions of the articles of association.
-Article 47 If the general meeting of shareholders approves the proposal on cash distribution, share distribution or conversion of capital reserve into share capital, the company shall implement the specific plan within two months after the conclusion of the general meeting of shareholders.
-Article 48 The purpose of the company is to reduce the registered capital
Purchase of common shares, public offering of preferred shares, and non-public development
The preferred shares of the bank are repurchased from specific shareholders of the company as a means of payment
In case of common shares, the general meeting of shareholders shall make a resolution on the repurchase of common shares,
It shall be approved by the shareholders of ordinary shares (including voting rights) attending the meeting
Two thirds of the voting rights held by the shareholders of preferred shares of the company)
Passed on.
The company shall buy back common shares after the general meeting of shareholders makes a resolution
The resolution was announced the next day.
-Article 49 the content of the resolution of the general meeting of shareholders of the company violates the law
Invalidity of laws and administrative regulations.
The controlling shareholders and actual controllers of the company shall not restrict or hinder
Obstructing small and medium-sized investors from exercising their voting rights according to law shall not damage the public interest
The legitimate rights and interests of the company and small and medium-sized investors.
The convening procedures and voting methods of the general meeting of shareholders violate the law
Contents of laws, administrative regulations, articles of association or resolutions
In case of violation of the articles of association, the shareholders may, from the date of making the resolution
Request the people's court for cancellation within 60 days from the date of.
The proposal of Article 47 was not adopted, or the proposal of Article 51 of this shareholders' meeting was not adopted, or the shareholders' meeting
If the general meeting changes the resolution of the previous general meeting of shareholders, it shall change the resolution of the previous general meeting of shareholders at the general meeting of shareholders
Make special records in the record. Special tips shall be made in the announcement of General Assembly resolutions.
Article 53 these rules serve as an annex to the articles of association. Article 57 these Rules shall be deliberated and adopted by the general meeting of shareholders
It shall be deliberated and approved by the general meeting of shareholders and shall take effect from the date of the company's initial public offering. It shall come into force as of the date when the shares are listed.
In addition to the above amendments, other contents of the rules of procedure of the general meeting of shareholders remain unchanged. After this revision, the original rules of procedure of the general meeting of shareholders will be repealed at the same time.
The revision of the rules of procedure of the general meeting of shareholders shall be submitted to the general meeting of shareholders of the company for deliberation in the form of special resolution, and shall not take effect until it is approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting.
It is hereby announced.
Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd. board of directors March 17, 2022
