Securities code: Guanglian Aviation Industry Co.Ltd(300900) securities abbreviation: Guanglian Aviation Industry Co.Ltd(300900) Announcement No.: 2022039 Guanglian Aviation Industry Co.Ltd(300900)
Announcement on Amending the articles of Association
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Guanglian Aviation Industry Co.Ltd(300900) (hereinafter referred to as the company) held the second meeting of the third board of directors on March 18, 2022, deliberated and adopted the proposal on Amending the articles of association.
In accordance with the relevant provisions of Shenzhen Stock Exchange GEM Listing Rules (revised in 2020) and Shenzhen Stock Exchange listed companies’ self regulatory guidelines No. 2 – standardized operation of GEM listed companies, and in combination with the actual situation of the company, the company plans to amend some provisions of the articles of association. The specific amendments are as follows:
Serial number before revision after revision
Article 42:
The following external guarantees of the company shall be submitted to the general meeting of shareholders for deliberation and approval after being reviewed by the board of directors:
(I) if the amount of single guarantee exceeds 10% of the latest audited net assets of the company (I) the amount of single guarantee exceeds 10% of the latest audited net assets of the company; protect; (II) the total amount of external guarantees provided by the company and its holding subsidiaries (II) the company and its holding subsidiaries exceeds the total amount of external guarantees provided by Division 1 audited in the latest period and any guarantee provided after 50% of the audited net assets provided after 50% of the net assets in the latest period;
Any guarantee; (III) guarantee fund within 12 consecutive months (III) the amount of guarantee within 12 consecutive months exceeds the company’s latest audited total assets and exceeds 30% of the company’s latest audited total assets;
30% of production; (IV) the amount of guarantee fund within 12 consecutive months (IV) the amount of guarantee within 12 consecutive months exceeds 50% of the latest audited net assets of the company, and the absolute amount exceeds 50 million yuan; 50% of the total assets and the absolute amount exceeds 30 million (V) means that the asset liability ratio exceeds 70%
Yuan; The guarantee provided by the guarantee object;
(V) the guarantee provided for the guarantee object provided by the company’s related parties with an asset liability ratio of more than 70% (VI); Insurance, regardless of the amount;
(VI) the guarantee provided for the company’s related parties (VII) shall be guaranteed by the shareholders according to the articles of association, regardless of the amount; Other guarantees considered by the general assembly.
(VII) other guarantees that must be considered by the general meeting of shareholders when the guarantee matters that should be considered by the board of directors as stipulated in the articles of association. More than two-thirds of the directors present at the meeting of the board of directors must agree when the board of directors deliberates the guarantee. When the general meeting of shareholders deliberates on the guarantee matters in more than two-thirds (III) of the above-mentioned meeting of the board of directors, it must be deliberated and approved by the directors present at the meeting. When the general meeting of shareholders deliberates the matters guaranteed by item (III) for two-thirds of the voting rights held by the shareholders discussed in the preceding paragraph, it must be approved by the meeting.
Three thirds of the voting rights held by the shareholders present at the meeting shall be approved by the general meeting of shareholders who are considered as shareholders and actually control more than two. When considering the guarantee proposal provided by the shareholder, the actual shareholder or the share controller controlled by the actual controller and its affiliates, the shareholders’ meeting shall not participate in the voting. When the voting is required, the shareholder or the shareholder controlled by the actual controller and held by other shareholders attending the shareholders’ meeting shall not participate in the voting, More than half of the voting power is passed.
Voting must be approved by other shareholders attending the general meeting of shareholders
More than half of the voting rights held.
Article 51:
If the board of supervisors or shareholders convene the general meeting of shareholders by themselves, the board of supervisors or shareholders shall notify the board of directors in writing. At the same time, the board of directors shall be notified in writing and filed with Shenzhen Stock Exchange. Shenzhen stock exchange for record.
Before the announcement of the resolution of the general meeting of shareholders and before the announcement of the resolution of the general meeting of shareholders, the shareholding proportion of the shareholders of the convening shares shall not be less than 10%. The shareholding ratio of East China shall not be less than 10%.
The convening shareholders shall issue the general meeting of shareholders. The convening shareholders shall submit relevant supporting materials to Shenzhen Securities 2 Regulatory Commission, Heilongjiang securities regulatory bureau and stock exchange when issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders, and when announcing the resolution of the general meeting of shareholders to China Securities Regulatory Commission and the stock exchange.
Relevant supporting materials submitted. For the general meeting of shareholders convened by the board of supervisors or shareholders, the board of directors and the Secretary of the board of directors shall the general meeting of shareholders, and the board of directors and the Secretary of the board of directors shall cooperate, provide the name of shareholders on the equity registration date, and provide the register of shareholders on the equity registration date.
roster. For the shareholders’ meeting convened by the board of supervisors or shareholders, the expenses necessary for the meeting shall be borne by the company, and the expenses necessary for the meeting shall be borne by the company.
Load.
Article 58:
The general meeting of shareholders plans to discuss the election of directors and supervisors. If the general meeting of shareholders plans to discuss the election of directors and supervisors, the notice of the general meeting of shareholders will fully disclose the details of the candidates for directors and supervisors. The details of the candidates for directors and supervisors shall at least include the following contents:
(I) education background, work experience, (I) education background, work experience, part-time job and other personal information, especially the personal information at the job level, especially the work of more than 5% of the shareholders and actual controllers of the company in the company’s shareholders, actual controllers and other units; The work of the position and the situation of shareholders who have served as directors, supervisors, senior managers or more shares with the company or holding 5% of the company’s institutions in other (II) in the past five years, and the controlling shares of the company;
Whether the East and the actual controller are related (II) related to the company or 5% of the company; The shareholders of the above shares and the controlling shareholder of the company (III) disclose the number of shares held by the company and whether there is a related relationship with the actual controller; Quantity; (III) disclose the number of shares held by the company (IV) whether it has been subject to the supervision and administration of the CSRC;
The punishment of other relevant departments and whether the stock exchange (IV) has the “Shenzhen Stock Exchange 3 punishment”.
No. 2 of the self regulatory guidelines for listed companies – in addition to adopting the cumulative voting system to elect directors and directors – No. 2 of the operating specifications for GEM listed companies
In addition to supervisors, each director and supervisor candidate shall be under the circumstances listed in article 3.2.3;
When presented as a single proposal. (V) whether they have been punished by the CSRC and other relevant departments and disciplined by the stock exchange, whether they have been filed for investigation by judicial organs for suspected crimes or checked by the CSRC for suspected violations of laws and regulations, There is no clear conclusion; (VI) whether it has been publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people’s court;
(VII) contents required to be disclosed by laws, regulations, rules and other normative documents. In addition to the cumulative voting system for each director and supervisor, the cumulative voting system shall be adopted for each director and supervisor.
Article 80: Article 80:
The following matters shall be resolved by special resolution at the general meeting of shareholders. The following matters shall be adopted by special resolution at the general meeting of shareholders:
(I) increase or decrease of the company
Book capital; (I) increase or decrease the registered capital of the company; (II) division, division and joint capital of the company;
Merger, dissolution and liquidation; (II) division, merger and dissolution of the company (III) amendment of the articles of Association; Liquidation and liquidation;
(IV) change the organizational form of the company; (III) spin off its subsidiaries for listing; (V) to review the amendment of the articles of association and its annexes (including the purchase and sale of major assets or undertaking of the rules of procedure of the general meeting of shareholders and the rules of procedure of the board of directors within twelve (IV) consecutive months, with the insured amount exceeding the rules of procedure of the general audit and the board of supervisors of the company in the latest period);
30% of assets; (V) change the organizational form of the company;
(VI) review the equity incentive plan; (VI) review the repurchase of the company’s shares in 12 consecutive (VII); Purchase and sale of major assets or guarantee funds within a month (Ⅷ) matters in which the amount of laws, administrative regulations or this chapter exceeds the provisions of the company’s latest audited total assets, as well as 30% of the matters decided by the general meeting of shareholders;
(VII) review the equity incentive plan if it is determined that the meeting will have a significant impact on the company;
Other matters that need to be adopted by special resolution. (VIII) issuing stocks, convertible corporate 4 bonds, preferred shares and other securities approved by the CSRC;
(IX) repurchase of shares of the company;
(x) major asset reorganization;
（11） General meeting of shareholders of listed companies
