Securities code: Quakesafe Technologies Co.Ltd(300767) securities abbreviation: Quakesafe Technologies Co.Ltd(300767) Announcement No.: 2022012
Bond Code: 123103 bond abbreviation: Zhen'an convertible bond
Quakesafe Technologies Co.Ltd(300767)
Announcement on Amending the articles of Association
The company and all members of the board of directors guarantee that the content of information disclosure is true, accurate and complete without falsehood
False records, misleading statements or material omissions.
Quakesafe Technologies Co.Ltd(300767) (hereinafter referred to as "the company" or "the company") was established in March 2022
On June 17, the 13th meeting of the third board of directors was held, and the revised articles of association of the company was deliberated and adopted
According to the company law of the people's Republic of China and the Securities Law (2019) in force
The board of directors of the company plans to amend the relevant contents of the articles of association, which is hereby amended
The relevant information will be announced as follows:
1、 Amendments to the articles of Association
change
Revised provisions of the original system
matter
Article 21 according to the needs of operation and development, Article 21 according to the needs of operation and development, the company can increase its capital in the following ways: the company can increase its capital in the following ways:
(I) public offering of shares; (I) public offering of shares;
(II) non public offering of shares; (II) non public offering of shares;
(III) distribute bonus shares to existing shareholders; (III) distribute bonus shares to existing shareholders;
(IV) increase the share capital with the accumulation fund; (IV) increase the share capital with the accumulation fund;
(V) the provisions of laws and administrative regulations, the provisions of China Securities (V) laws and administrative regulations and other methods approved by the CSRC. Other ways.
When the company issues convertible corporate bonds, the procedures and arrangements for the issuance and conversion of convertible corporate bonds and the changes in the company's share capital caused by the conversion shall be in accordance with laws, administrative regulations It shall be handled in accordance with the provisions of relevant documents such as departmental rules and the provisions of the company's convertible corporate bond prospectus.
Article 28 the shares of the company held by the promoters Article 28 the shares of the company held by the promoters shall be subscribed by the company and shall not be transferred within 1 year from the date of establishment of the company. The company shall not be transferred within 1 year from the date of its establishment. Prior to the public offering of shares, the company has
The shares issued before the company's public offering of shares and the shares issued from the company's shares shall not be transferred within one year from the date when the company's shares are listed and traded on the stock exchange and within one year from the date when the company's shares are listed and traded on the stock exchange.
transfer the possession of. The directors, supervisors and senior managers of the company shall report to the company the shares held by the directors, supervisors and senior managers of the company and their changes. During the term of office, each company shall report the shares held by the company and their changes. The annual transfer of shares shall not exceed the total number of shares held by them, and the annual transfer of shares during the term of office shall not exceed 25%; 25% of the total number of shares held by the company since the date of listing and trading of the company's shares; The shares held by the company shall not be transferred within the year. When the above-mentioned personnel leave the company, they shall timely write in writing. Within one year from the date of listing and trading of the company's shares, they shall not entrust the company to report the resignation information to the Shenzhen Stock Exchange, and they shall be transferred within half a year after leaving the company. The above-mentioned personnel shall not transfer their shares of the company within half a year after their resignation.
Shares of the company held by.
Resignation of directors, supervisors and senior managers of the company
In case of, the company shall entrust the company in writing to apply to the Shenzhen Stock Exchange in time
Report resignation information. The above-mentioned personnel shall not leave the company within half a year after leaving the company
Transfer its shares in the company. The above personnel are on duty
The company shall apply within six months from the date of initial public offering and listing
Those who report their resignation shall not leave the company within 18 months from the date of reporting their resignation
May transfer the shares of the company directly held by it; In the first public
From the seventh month to the twelfth month from the date of listing of the shares of the Development Bank
For those who declare their resignation between months, 12 months from the date of declaration of resignation
The shares held by the company shall not be transferred directly within months.
Due to the distribution of rights and interests by the company, the above personnel are directly
The company's shares held or increased shall still comply with the above requirements
No transfer within half a year after employment and 18 or 10 months after resignation
Two month lockdown. Application for self resignation information of the above personnel
Within six months from the date of reporting, the increased shares of the company held by the resigned personnel
The company's shares will also be locked for 18 or 12 months
Yes.
Article 29 directors, supervisors and senior managers of the company Article 29 directors, supervisors, senior managers, managers, shareholders holding more than 5% of the company's shares and shareholders holding more than 5% of the company's shares shall sell their shares of the company within six months after purchase, sell their shares within six months after purchase, or buy them again within six months after sale, Or buy it again within six months after the sale, and the income from it will belong to the company. The board of directors of the company will recover the income, and the board of directors of the company will recover the income.
However, the income from the purchase of after-sales surplus stocks by securities companies due to underwriting. However, if a securities company holds more than 5% of the shares due to exclusive sale, purchase and sale, or holds more than 5% of the shares due to other remaining shares specified by the CSRC, it shall be excluded from selling the shares.
Tickets are not subject to the six-month time limit. If the directors, supervisors, senior managers and the board of directors of a natural person share company referred to in the preceding paragraph fail to implement the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to implement the shares or other equity securities held by the shareholders, including those held by their spouses, parents and children and those held by using the accounts of others within 30 days. Directors of the company or other securities with equity nature.
If the board of directors fails to implement within the above-mentioned period, the shareholders have the right to directly propose to the people's court in their own name for the interests of the company if the board of directors fails to implement in accordance with paragraph 1 of this article, and have the right to require the board of directors to implement within 30 days. The board of directors of the company did not file a lawsuit on the. If the execution is carried out within the said time limit, 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, the responsible directors shall bear joint and several liabilities according to law.
Article 39 controlling shareholders and actual controllers of the company article 39 controlling shareholders and actual controllers of the company shall not use their affiliated relationships to harm the interests of the company. Illegally using its affiliated relationship to damage the interests of the company. If the violation of the regulations causes the company to violate the regulations and causes losses to the company, it shall be liable for compensation, and if it causes losses to the company, it shall be liable for compensation.
Liability. The controlling shareholders and actual controllers of the company are responsible for the integrity of the directors, supervisors, managers and other senior managers of the company to the company and other shareholders. The controlling shareholder shall exercise the rights of the investor in strict accordance with the law. In violation of the provisions of the articles of association, the controlling shareholder shall assist and connive at the controlling interest. The controlling shareholder shall not use profit distribution, asset restructuring, foreign investment shareholders and other related parties to occupy the company's property, damage the company's assets, fund occupation, loan guarantee and other ways to damage the interests of the company and other shareholders. When the company will, depending on the seriousness of the circumstances, compensate the legitimate rights and interests of the person directly responsible, It shall not use its controlling position to damage the company and other shares, and shall be punished by warning, demotion, removal, dismissal and other sanctions; The interests of negative East.
Directors and supervisors with serious responsibilities may submit to the general meeting of shareholders
recall.
If the company finds that the controlling shareholder embezzles assets, it shall immediately
Immediately apply to the relevant departments for the equity of the company held by the controlling shareholder
Request judicial freezing; If the controlling shareholder is unable to pay off the debts in cash
The company shall actively take measures to seize the assets by changing
The equity held by the current controlling shareholder to repay the occupied capital
Production.
Controlling shareholders and actual controllers of the company
He has a fiduciary duty to shareholders. The controlling shareholders shall strictly abide by the law
When exercising the rights of the investor, the controlling shareholder shall not make use of the profits
Distribution, asset restructuring, foreign investment, fund occupation, borrowing
The legal rights of the company and other shareholders are damaged by means of money guarantee
It shall not use its controlling position to damage the company and other shares
The interests of the East.
Article 40 the general meeting of shareholders is the authority of the company according to law
The Constitution shall exercise the following functions and powers according to law:
……； ……；
（17） Review the equity incentive plan; （17） Review the equity incentive plan and employee stock ownership plan.
The functions and powers of the above-mentioned general meeting of shareholders shall not be authorized, and the functions and powers of the above-mentioned general meeting of shareholders shall not be exercised by the board of directors or other institutions and individuals in the form of authorization. Or other institutions and individuals.
Article 43 the following external guarantees of the company Article 43 the following external guarantees of the company shall be approved by the company and approved by the general meeting of shareholders:
……； ……；
(III) guarantee with asset liability ratio exceeding 70%; and (III) the guarantee amount of the company within one year exceeds the guarantee provided by the company in the latest period; A guarantee of 30% of the total audited assets;
……。 ……。
When the general meeting of shareholders deliberates the above guarantee matters, when the general meeting of shareholders deliberates the above guarantee matters, item (V) (IV) shall be voted by more than two-thirds of the general meeting of shareholders, and shall be passed by a special resolution with more than two-thirds of the voting rights; (I), (II) and (II) are over; Items (I), (II), (IV) and (VI) shall be adopted by the general meeting of shareholders with two (III) and (V) ordinary resolutions with more than one-half of the voting rights. The general meeting of shareholders passed an ordinary resolution on the deliberation of voting rights. When the general meeting of shareholders deliberates on the proposal to provide guarantee for shareholders, actual controllers and their affiliates as specified in Item (VII) above and modifies the proposal to provide guarantee for shareholders, actual controllers and their affiliates as specified in Item (VI), when the shareholder or the shareholder under the control of the actual controller formulates the proposal to provide guarantee for its affiliates, the shareholder or the shareholder under the control of the actual controller shall not participate in the voting, and the voting shall be dominated by the shareholders attending the meeting, Other shareholders who are not allowed to participate in the meeting shall pass the ordinary resolution with more than half of the voting rights held by them, and the voting shall be decided by other shareholders attending the general meeting of shareholders
