Securities code: Eaglerise Electric & Electronic (China) Co.Ltd(002922) securities abbreviation: Eaglerise Electric & Electronic (China) Co.Ltd(002922) Announcement No.: 2022013 Eaglerise Electric & Electronic (China) Co.Ltd(002922)
Announcement on revising relevant systems of the company
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.
Eaglerise Electric & Electronic (China) Co.Ltd(002922) (hereinafter referred to as "the company" or " Eaglerise Electric & Electronic (China) Co.Ltd(002922) ") held the 23rd Meeting of the 5th board of directors and the 19th meeting of the 5th board of supervisors on March 18, 2022, The board meeting deliberated and adopted the proposal on Amending the rules of procedure of the general meeting of shareholders, the proposal on Amending the rules of procedure of the board of directors, the proposal on Amending the decision-making system of connected transactions, the proposal on Amending the external guarantee management system, the proposal on Amending the external investment management system and the proposal on Amending the cumulative voting system of the general meeting of shareholders; The board of supervisors deliberated and adopted the proposal on Amending the rules of procedure of the board of supervisors. The specific matters are hereby announced as follows:
According to the company law of the people's Republic of China (revised in 2018), the securities law of the people's Republic of China (revised in 2019), the guidelines for the articles of association of listed companies (revised in 2022), the rules for the general meeting of shareholders of listed companies (revised in 2022), the rules for the listing of shares on Shenzhen Stock Exchange (revised in 2022), and the guidelines for the self-regulation of listed companies No. 1 - standardized operation of listed companies on the main board (revised in 2022) And other laws and regulations, normative documents, the articles of association and other relevant provisions, and in combination with the actual situation of the company, the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors, the rules of procedure of the board of supervisors, the decision-making system of connected transactions, the management system of external guarantees, the management system of external investment and the cumulative voting system of the general meeting of shareholders have been revised. See the annex revision comparison table for the specific revision contents, For the full text of the revised system, see http://www.cn.info.com.cn.
All the revised systems need to be submitted to the company's first extraordinary general meeting in 2022 for deliberation.
It is hereby announced.
Eaglerise Electric & Electronic (China) Co.Ltd(002922) board of directors
March 18, 2002
enclosure:
1、 Comparison table of amendments to the rules of procedure of the general meeting of shareholders
S / N original rules of procedure contents revised rules of procedure contents
According to the provisions of the rules of shareholders' meeting of listed companies (revised in 2022), the company added chapters to the rules of procedure of Eaglerise Electric & Electronic (China) Co.Ltd(002922) shareholders' meeting, including Chapter I General Provisions, Chapter II convening of shareholders' meeting, Chapter III proposal and notice of shareholders' meeting, Chapter IV convening of shareholders' meeting and Chapter V supplementary provisions, and arranged the specific articles according to chapters.
Article 2 the company shall hold a general meeting of shareholders in strict accordance with the relevant provisions of laws, administrative regulations, these rules and the articles of association to ensure that shareholders can exercise their rights according to law.
The board of directors of the company shall earnestly perform its duties and seriously and timely organize the general meeting of shareholders. All directors of the company shall be diligent and responsible to ensure the normal convening of the general meeting of shareholders and exercise their functions and powers according to law.
2 no article 3 (new in this article) the general meeting of shareholders shall exercise its functions and powers within the scope specified in the company law and the articles of association.
Article 2 the general meeting of shareholders is divided into annual general meeting and extraordinary general meeting. Article 4 the general meeting of shareholders is divided into annual general meeting and extraordinary general meeting. Annual conference. The annual general meeting of shareholders shall be held once a year. It shall be held once a year at the previous general meeting of shareholders. It shall be held within 6 months after the end of the previous fiscal year, and the extraordinary general meeting of shareholders shall not be held within 6 months. The extraordinary general meeting of shareholders shall be held irregularly. Under the following circumstances, it shall be held regularly. Under the following circumstances, the extraordinary general meeting of shareholders shall be held within 2 months.
Within 2 months. (I) the number of directors is less than the number specified in the company law or (I) the number of directors specified in the articles of association is less than 5; 2 / 3 of the fixed number;
(II) when the company's unrecovered loss reaches one-third of the total paid in share capital (II) the company's unrecovered loss reaches one-third of the total paid in share capital;
temporary; (III) shareholders who individually or jointly hold more than 10% of the company's shares request (III) individually or jointly hold more than 10% of the company's shares;
At the request of shareholders; (IV) when the board of directors deems it necessary;
(IV) when the board of directors deems it necessary; (V) when the board of supervisors proposes to hold a meeting;
(V) when the board of supervisors proposes to hold a meeting; (VI) other situations stipulated by laws, administrative regulations, departmental rules or the articles of Association (VI) laws, administrative regulations, departmental rules or the articles of association.
Other circumstances specified. If the company is unable to convene the general meeting of shareholders within the above-mentioned period, it shall report to the company to convene the general meeting of shareholders. The convener shall notify all shareholders 20 days before the opening of the China Securities Regulatory Commission (hereinafter referred to as "CSRC") where the annual general meeting of shareholders is held, The extraordinary general meeting of shareholders shall notify all shareholders 15 days before the meeting of the dispatched office and the stock exchange where the company's shares are listed and traded (hereinafter referred to as the stock exchange). The notice of the meeting of the general meeting of shareholders shall be public "Stock Exchange", explain the reasons and make an announcement.
Report, send by hand, mail, fax or e-mail.
When calculating the starting time limit, it shall not include the date of the meeting.
4 no article 5 (new in this article) when a company holds a general meeting of shareholders, it shall hire a lawyer to give legal opinions on the following issues and make a public announcement:
(I) whether the convening and convening procedures of the meeting comply with the provisions of laws, administrative regulations, these rules and the articles of Association;
(II) whether the qualifications of the participants and the convener are legal and valid; (III) whether the voting procedures and results of the meeting are legal and valid;
(IV) legal opinions on other relevant issues at the request of the company.
Article 6 (new in this article) the board of directors of the company shall convene the general meeting of shareholders on time within the time limit specified in Article 4 of these rules.
S / N original rules of procedure contents revised rules of procedure contents
6 no article 7 (new in this article) the independent directors of the company have the right to propose to the board of directors to convene an extraordinary general meeting of shareholders. For the proposal of independent directors to convene an extraordinary general meeting of shareholders, the board of directors shall, in accordance with the provisions of laws, administrative regulations and the articles of association, give written feedback on whether to agree or disagree to convene an extraordinary general meeting of shareholders within 10 days after receiving the proposal.
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; If the board of directors does not agree to convene an extraordinary general meeting of shareholders, it shall explain the reasons and make a public announcement.
7 no article 8 (new in this article) the board of supervisors has the right to propose to the board of directors to convene an extraordinary general meeting of shareholders, which shall be submitted to the board of directors in writing. The board of directors shall, in accordance with the provisions of laws, administrative regulations and the articles of association, give written feedback on whether to agree or disagree to convene the extraordinary general meeting of shareholders within 10 days after receiving the proposal.
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. Any change to the original proposal in the notice shall be approved by the board of supervisors.
If the board of directors disagrees with the convening of the extraordinary general meeting of shareholders, or fails to give written feedback within 10 days after receiving the proposal, it shall be deemed that the board of directors is unable to perform or fails to perform its duty of convening the general meeting of shareholders, and the board of supervisors may convene and preside over it by itself.
8. No article 9 (new in this article) holds more than 10% of the company's shares alone or in total
