Securities code: Avary Holding (Shenzhen) Co.Limited(002938) securities abbreviation: Avary Holding (Shenzhen) Co.Limited(002938) Announcement No.: 2022017
Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd
Announcement on Amending the rules of procedure of the board of directors
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 guidelines for the articles of association of listed companies (revised in 2022) issued by China Securities Regulatory Commission, the company needs to revise some provisions of the rules of procedure of the board of directors while revising some provisions of the articles of association. The comparison between before and after the amendment of the corresponding provisions of the rules of procedure of the board of directors is as follows:
Before and after modification
Article 4 the board of directors shall exercise the following functions and powers: Article 4 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
Work; Work;
…… ……
(VIII) decide the company within the scope authorized by the general meeting of shareholders (VIII) decide the company within the scope authorized by the general meeting of shareholders
Foreign investment, acquisition and sale of assets, asset mortgage, foreign investment, acquisition and sale of assets, asset mortgage, foreign investment
Guarantee, entrusted financial management, related party transactions and other matters; Guarantee, entrusted financial management, related party transactions, external donations, etc
(IX) decide on the company’s acquisition of the company’s shares under the following circumstances; Matters: 1. For employee stock ownership plan or equity incentive; (IX) decide on the company’s acquisition of the company’s shares due to the following circumstances. 2. Use the shares to convert the convertible shares issued by the listed company into: 1. Use them for employee stock ownership plan or equity incentive; Corporate bonds of stocks; 3. Listed companies to maintain the company price 2. Use shares for conversion of convertible bonds issued by listed companies
Value and shareholders’ equity; Corporate bonds of stocks; 3. Listed companies to maintain the company price
(x) decide on the establishment of the company’s internal management organization; Value and shareholders’ equity;
（11） Appoint or dismiss the company’s chief executive officer and directors (x) and decide on the establishment of the company’s internal management organization; Secretary of the board; According to the nomination of the CEO, appoint or (XI) decide to appoint or dismiss the CEO of the company, dismiss the general manager, deputy general manager, chief financial officer and other officials, the Secretary of the board of directors and other senior managers, decide on the senior managers, decide on their remuneration and rewards and punishments, and determine their remuneration and rewards and punishments; According to the CEO
Item; And decide on the appointment or dismissal of the general manager and deputy general manager of the company
… the general manager, the person in charge of Finance and other senior managers, and decide
The matters on which the board of directors exercises its functions and powers exceed the matters on remuneration and rewards and punishments authorized by the general meeting of shareholders;
The scope of the right shall be submitted to the general meeting of shareholders for deliberation
The board of directors exercises more functions and powers than those authorized by the general meeting of shareholders
The scope of rights shall be submitted to the general meeting of shareholders for deliberation.
Article 7 the general meeting of shareholders authorizes the board of directors to close at the general meeting of shareholders Article 7 the general meeting of shareholders authorizes the board of directors to close at the general meeting of shareholders
Exercise authority on the following matters during the meeting: exercise authority on the following matters during the meeting:
(I) the determined amount accounts for 50% of the company’s latest audited net assets (I) the purchase or sale of long-term assets (excluding 50%, the same below), the purchase or sale of long-term assets (including entrusted financial management, entrusted loans, etc.), assets, asset mortgage Foreign investment (including entrusted financial management, entrusted financial assistance, leasing in or leasing out assets, signing management entrusted loans, etc.), providing financial assistance, leasing in or leasing investment contracts (including entrusted operation, entrusted operation, etc.), giving property, signing management contracts (including entrusted operation, entrusted and or donated assets, creditor’s rights or debt restructuring, research and development, etc.) Heavy assets, creditor’s rights or debts donated or received
Transfer of development projects, signing of license agreements and other matters or transactions, transfer of research and development projects and signing of license agreements. The above amount is based on the type of transaction for 12 consecutive months, and the above amount is based on the type of transaction
Cumulative calculation of internal classification; Classified cumulative calculation within 12 consecutive months;
(II) decide that the annual amount shall not exceed that of the company in the previous year
The board of directors may audit the external donation of 1% of the net profit according to the actual situation of the company; Delegate some powers to the CEO within the scope of authority of the bank
Make. The board of directors may, in accordance with the actual situation of the company, make provisions in this article
Delegate some functions and powers to the CEO within the scope of authority
Make.
In addition to the above amendments, other contents of the rules of procedure of the board of directors remain unchanged. After this revision, the original rules of procedure of the board of directors will be repealed at the same time.
The revision of the rules of procedure of the board of directors 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
