Securities code: Avary Holding (Shenzhen) Co.Limited(002938) securities abbreviation: Avary Holding (Shenzhen) Co.Limited(002938) Announcement No.: 2022015 Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd
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 major omissions.
According to the decision on Amending the guidelines for the articles of association of listed companies issued by China Securities Regulatory Commission and in combination with the actual situation of the company, the company plans to amend some provisions of the articles of association. The comparison between before and after the amendment of the corresponding provisions of the articles of association is as follows:
Before and after correction
Article 6 the registered capital of the company is RMB. Article 6 the registered capital of the company is RMB
2311430816 yuan. 2321475816 yuan.
Article 19 the total number of shares of the company is 2311430816. Article 20 the total number of shares of the company is 2321475816. The shares issued by the company are ordinary shares. The shares issued by the company are ordinary shares.
Article 23 under the following circumstances, the company may not purchase its own shares in accordance with Article 23 of the law. However, in accordance with laws, administrative regulations, departmental rules and the articles of association, except under any of the following circumstances:
Purchase of shares of the company: (I) reduce the registered capital of the company;
(I) reduce the registered capital of the company
... (VI) necessary for the company to maintain the company's value and shareholders' rights and interests (VI) necessary for the maintenance of the company's value and shareholders' rights and interests. Yes. Except for the above circumstances, the company shall not acquire the shares of the company.
Article 24 a company may purchase its own shares through Article 24. It may purchase its own shares through public centralized trading, or through the centralized trading disclosed by laws, regulations and China Securities Regulatory Commission, or other methods recognized by laws, administrative regulations and the CSRC. Other methods approved by the CSRC.
If the company acquires its shares due to the circumstances specified in Item (III), item (V) and item (VI) of paragraph 1 of Article 23 of the articles of association, it shall purchase its shares through public centralized trading, It shall be conducted through open centralized trading. conduct.
Article 29 the directors, supervisors and senior managers of the company and the shareholders holding more than 5% of the shares of the company who hold more than 5% of the shares of the company shall sell the shares held by the shareholders, directors, supervisors and senior managers within 6 months after the purchase, Or buy the company's shares or other equity securities within 6 months after they are sold, and the resulting income belongs to the company. Sell them within 6 months after they are bought, or sell them within 6 months after they are sold, and the board of directors of the company will recover their income. However, the company will own the proceeds from the purchase within the period. The company's securities company holds 5% of the remaining after-sales shares due to the underwriting purchase, and the board of directors of the company will recover its proceeds. However, if a securities company sells the above shares, it is not subject to the six-month time limit, and holds more than 5% of the remaining shares after the purchase and sale
System. Except for the above-mentioned directors, supervisors, senior managers and holders of shares, as well as other circumstances stipulated by the CSRC.
Shareholders with more than 5% of the shares of the company, including their spouses, fathers, directors, supervisors, senior managers referred to in the preceding paragraph, shares held by their parents and children and shares held by using the accounts of others. If the board of directors of the company does not implement the shares held by natural shareholders or other equity properties in accordance with the provisions of the preceding paragraph, the shareholders' securities, including those held by their spouses, parents and children, have the right to require the board of directors to implement them within 30 days. If the board of directors of the company holds shares or other equity held in the account of others and fails to execute within the above-mentioned period, the shareholders have the right to pledge Securities for the company. Interests directly bring a lawsuit to the people's court in their own name. 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. The directors responsible for the company shall bear joint and several liabilities according to law. If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people's court in their own name for the benefit of the company.
If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, the responsible directors shall bear joint and several liabilities according to law.
Article 41 the following external guarantees of the company shall be approved by the general meeting of shareholders: the general meeting of shareholders.
(I) the amount of a single guarantee exceeds 10% of the total external guarantee assets of the company and its holding subsidiaries audited in the latest period; Amount, exceeding 50% of the latest audited net assets (II) any guarantee provided by the company and its holding subsidiaries in the future; Amount, reaching or exceeding 50% of the latest audited net assets (II) the total amount of external guarantee of the company exceeds any guarantee provided in the latest period; After auditing 30% of the total assets, the total amount of external guarantee provided by any guarantee (III) company reaches or exceeds the latest guarantee; Any guarantee provided after 30% of the audited total assets of phase I (III) the guarantee amount of the company within one year exceeds the latest guarantee of the company; A guarantee of 30% of the total assets audited during the period;
(IV) provide guarantee for the guarantee object whose asset liability ratio exceeds 70% (IV) provide guarantee for the guarantee object whose asset liability ratio exceeds 70%; The guarantee provided by the;
(V) within 12 consecutive months, the guarantee amount exceeds the company's latest (V) single guarantee amount, which exceeds 30% of the latest audited net assets and the first audited total assets; 10% guarantee;
(VI) within 12 consecutive months, the guarantee amount exceeds 50% of the audited net assets provided by the company to shareholders, actual controllers and their related parties, and the absolute amount exceeds the guarantee.
50 million yuan; (VII) other guarantees required by laws, stock exchanges or the articles of association to be considered by the general meeting of shareholders, actual controllers and their affiliates.
Guarantee; When the general meeting of shareholders deliberates the guarantee matters in Item (III) of the preceding paragraph, (VIII) other guarantee situations that must be deliberated by the general meeting of shareholders with three-thirds of the voting rights held by the shareholders attending the meeting according to the laws, stock exchanges or the articles of association. More than two years passed.
When the general meeting of shareholders deliberates the guarantee matters in Item (V) of the preceding paragraph, it shall be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting.
Article 48 shareholders who individually or jointly hold 10% of the company's shares and shareholders who individually or jointly hold more than 10% of the company's shares shall have the right to request the board of directors to convene a temporary general meeting. Shareholders with more than 10 shares shall have the right to request the board of directors to convene a temporary general meeting, and shall submit it to the board of directors in writing. The board of directors shall be the general meeting of shareholders and shall submit the matter to the board of directors in writing. The board of directors shall make decisions in accordance with laws, administrative regulations and the articles of association. The board of directors shall, in accordance with the provisions of laws, administrative regulations and the articles of association, put forward the provisions of consent or disagreement within 10 days after receiving the request, and put forward the written feedback of consent or disagreement to convene the extraordinary general meeting of shareholders within 10 days after receiving the request. I intend to give written feedback on the convening of the extraordinary general meeting of shareholders.
If the board of directors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within 5 days after the resolution of the board of directors is made. For the change of the original request in the notice, it shall obtain the notice of the relevant board of directors. For the change of the original request in the notice, The consent of the East should be obtained. Consent of relevant shareholders.
If the board of directors disagrees with the convening of the extraordinary general meeting of shareholders, or fails to give feedback within 10 days after receiving the request, or fails to give feedback alone or within 10 days after receiving the request, Shareholders who individually or jointly hold more than 10% of the company's shares have the right to propose to the supervisor that shareholders who hold more than 10% of the company's shares have the right to propose to the board of supervisors to convene an extraordinary general meeting of shareholders, and shall propose to convene an extraordinary general meeting of shareholders in writing, and shall submit a request to the board of supervisors in writing. Make a request to the board of supervisors in the form of.
If the board of supervisors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within 5 days after receiving the request. If the board of supervisors agrees to convene the extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within 5 days after receiving the request. The change of the original proposal in the notice shall be approved by the relevant shareholders, The consent of relevant shareholders shall be obtained. Meaning.
If the board of supervisors fails to issue a notice of the general meeting of shareholders within the prescribed time limit, it shall be deemed that the board of supervisors does not convene and preside over the general meeting of shareholders. If the board of supervisors fails to issue a notice within the prescribed time limit, it shall be deemed that the board of supervisors does not convene and preside over the general meeting of shareholders, Shareholders who individually or jointly hold more than 10% of the company's shares for more than 90 consecutive days and more than 90% of the company's shares for more than 90 consecutive days may convene and preside over the meeting on their own. Shareholders with more than 10 shares may convene and preside over the meeting on their own.
Article 49 If the board of supervisors or shareholders decide to convene a general meeting of shareholders on their own, they shall notify the board of directors in writing. If the board of supervisors or shareholders decide to convene a general meeting of shareholders on their own, they shall notify the board of directors in writing. At the same time, they shall submit it to the local office of the CSRC and the stock exchange for the record. For the record of the exchange.
Before the announcement of the resolution of the general meeting of shareholders, the shareholding ratio of the convening shareholders shall not be less than 10%. For example, it shall not be less than 10%.
The convening shareholders shall submit relevant supporting materials to the 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 sending the notice to the CSRC where the company is located and the announcement of the resolution of the general meeting of shareholders. Relevant supporting materials. Article 50 for shareholders convened by the board of supervisors or shareholders, the board of directors and the Secretary of the board of directors shall cooperate with the general meeting of shareholders convened by the board of supervisors or shareholders. At the general meeting of the board of directors, the board of directors and the Secretary of the board of directors shall cooperate. The board of directors shall provide the register of shareholders on the date of equity registration. The register of shareholders on the date of equity registration will be provided.
Article 55 the notice of the general meeting of shareholders shall include the following contents:
(I) time, place and duration of the meeting; (I) time, place and duration of the meeting;
…… …….
(V) name and telephone number of permanent contact person for conference affairs. (V) name and telephone number of permanent contact person for conference affairs.
(VI) voting time and procedures by network or other means.
Article 65 the convener and the lawyer hired by the company will jointly verify the legitimacy of the shareholder's qualification according to the register of shareholders of the company, and verify the legitimacy of the registered shareholder's surname (or name) and the shareholder's qualification according to the register of shareholders provided by the securities registration and clearing institution, And register the names of shareholders and the number of shares with voting rights. Announce the site (or name) and the number of voting shares held by the host at the meeting. The registration of the meeting shall be terminated before the number of shareholders and agents present at the meeting and the total number of shares with the right of shareholders and agents present at the meeting are announced by the chairman of the resolution table. Before the number of people and the total number of voting shares held
