Securities code: China Jushi Co.Ltd(600176) securities abbreviation: China Jushi Co.Ltd(600176) Announcement No.: 2022023 China Jushi Co.Ltd(600176)
Announcement on amending some articles of the articles of Association
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. In accordance with the company law, the securities law, the guidelines for the articles of association of listed companies, the Listing Rules of Shanghai Stock Exchange (revised in January 2022) and other relevant laws, regulations and normative documents, and in combination with the actual situation of China Jushi Co.Ltd(600176) (hereinafter referred to as the “company”), some provisions of the articles of association need to be revised. The comparison of relevant provisions before and after revision is as follows:
Before and after revision
Article 41 the general meeting of shareholders is the authority of the company. It shall exercise the following functions and powers according to law: the authority shall exercise the following functions and powers according to law:
(I) decide on the company’s business policy and investment (I) decide on the company’s business policy and investment plan; Plan;
(II) elect and replace directors and supervisors who are not held by employee representatives; (II) elect and replace directors and supervisors who are not held by employee representatives, decide on the directors and supervisors held by relevant directors and supervisors, and decide on the remuneration of relevant directors and supervisors; Remuneration matters;
(III) review and approve the report of the board of directors; (III) review and approve the report of the board of directors; (IV) review and approve the report of the board of supervisors; (IV) review and approve the report of the board of supervisors;
(V) review and approve the company’s annual financial budget (V) review and approve the company’s annual financial budget plan and final settlement plan; Settlement plan and final settlement plan;
(VI) review and approve the company’s profit distribution formula (VI) review and approve the company’s profit distribution plan and loss recovery plan; Case and loss recovery plan;
(VII) make resolutions on the increase or decrease of the company’s registered capital (VII) make resolutions on the increase or decrease of the company’s registered capital; Make a resolution in this;
(VIII) make resolutions on the issuance of corporate bonds; (VIII) make resolutions on the issuance of corporate bonds; (IX) make resolutions on the merger, division and dissolution of the company; (IX) make resolutions on the merger, division, dissolution, liquidation or change of the company form; Make resolutions on liquidation or change of company form;
(x) amend the articles of Association; (x) amend the articles of Association;
（11） (11) to make resolutions on the employment and dismissal of accounting firms by the company; The firm makes a resolution;
（12） Deliberating and approving the provisions of Article 42 (12) deliberating and approving the guarantee matters specified in Article 42; Guarantee matters of the;
（13） Review the purchase and sale of major assets by the company within one year; (XIII) review the matters that the purchase and sale of major assets by the company within one year exceeds 30% of the company’s total assets audited in the latest period; Matters accounting for 30% of total assets;
（14） Deliberating and approving changes in the use of raised funds (14) deliberating and approving changes in the use of raised funds; Matters in transit;
（15） Review the equity incentive plan; （15） Review the equity incentive plan and employee (XVI) review the laws, administrative regulations and shareholding plan of the Ministry;
Other matters that shall be deliberated by the general meeting of shareholders (XVI) according to the regulations or the articles of association. Other matters that shall be decided by the general meeting of shareholders according to the regulations or the articles of association, and the functions and powers of the above general meeting of shareholders shall not be passed.
The power shall be exercised by the board of directors or other institutions and individuals, and the functions and powers of the above-mentioned general meeting of shareholders shall not be exercised by delegation. The form of power shall be exercised by the board of directors or other institutions and individuals.
Article 42 the following external guarantees of the company Article 42 the following external guarantees of the company shall be deliberated and approved by the general meeting of shareholders. The act shall be deliberated and approved by the general meeting of shareholders.
(I) any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries reaches or exceeds the total amount of external guarantee in the latest period and reaches or exceeds 50% of the audited net assets in the latest period; protect;
(II) any guarantee provided after the total amount of external guarantee of the company reaches (II) the total amount of external guarantee of the company, reaches or exceeds 30% of the total assets audited in the latest period, or exceeds 30% of the total assets audited in the latest period; Any guarantee provided after;
(III) guarantee for the guarantee object whose asset liability ratio exceeds 70% (III) guarantee provided according to the guarantee amount for 12 consecutive months; According to the principle of cumulative calculation within the period, the guarantee that exceeds the amount of single guarantee (IV) in the latest period and exceeds 30% of the total assets audited in the latest period;
Audit the guarantee of 10% of net assets; (IV) guarantee for the guarantee with asset liability ratio exceeding 70% (V) guarantee for shareholders, actual controllers and their related objects;
Guarantee provided by the joint party. (V) the amount of a single guarantee exceeds 10% of the latest audited net assets;
(VI) guarantees provided to shareholders, actual controllers and their related parties.
Article 56 the notice of the general meeting of shareholders includes the following contents:
(I) time, place and duration of the meeting; (I) time, place and duration of the meeting (II) matters and proposals submitted to the meeting for deliberation; Limit;
(III) explain in obvious words: all shareholders (II) have the right to attend the general meeting of shareholders for the matters and proposals submitted to the meeting for deliberation, and can submit a written entrustment proposal; When the proxy attends the meeting and votes, the shareholder’s Representative (III) explains in obvious words: all shareholders need not be shareholders of the company; All shareholders have the right to attend the general meeting of shareholders and may appoint in writing (IV) the equity entrusted agent of the shareholder who has the right to attend the general meeting of shareholders to attend the meeting and vote, and the registration date of the shareholder; The agent need not be a shareholder of the company;
(V) name and telephone number of the permanent contact person for meeting affairs (IV) stock code of shareholders entitled to attend the general meeting of shareholders; The registration date of the right;
The notice and supplementary notice of the general meeting of shareholders shall (V) the name and telephone number of the permanent contact for meeting affairs, and fully and completely disclose all the specific internal numbers of all proposals; Rong.
(VI) if the matters to be discussed require the independent director to send an opinion (VI) see the voting time through the Internet or other means, when issuing the notice or supplementary notice of the general meeting of shareholders and the voting procedures.
The opinions and reasons of independent directors will be disclosed at the same time. If the notice and supplementary notice of the general meeting of shareholders should adopt the network or other means, all the details of all proposals should be fully and completely disclosed, and the network content should be clearly stated in the notice of the general meeting of shareholders. The matters to be discussed need the voting time and voting procedures of independent directors or other means. When issuing the notice or supplementary notice of the general meeting of shareholders
The opinions and reasons of independent directors will be disclosed at the beginning of voting through the East general assembly network or other means. The company shall specify 3:00 p.m. in the notice of the general meeting of shareholders not earlier than the day before the on-site general meeting of shareholders, and shall not be later than 9:30 a.m. on the day when the on-site general meeting of shareholders is called, indicating the voting time and statement by network or other means, and its ending time shall not be earlier than the decision-making procedure. The shareholders’ meeting will vote online or by other means at 3:00 p.m. on the day when the shareholders’ meeting ends. The starting time of shall not be earlier than 3:00 p.m. on the day before the registration date of the on-site shareholders’ meeting and the date of the meeting, and shall not be later than 7 working days after the on-site shareholders’ meeting. At 9:30 a.m. on the day of holding the equity registration meeting, once the end time is confirmed, it shall not be changed. No earlier than 3:00 p.m. on the day when the on-site shareholders’ meeting ends.
The interval between the date of equity registration and the date of the meeting shall not be more than 7 working days. Once the equity registration date is confirmed, it shall not be changed.
Article 78 the following matters shall be approved by the general meeting of shareholders. Article 78 the following matters shall be approved by the general meeting of shareholders by special resolution:
(I) the company increases or decreases its registered capital (I) the company increases or decreases its registered capital; Ben;
(II) division, merger and dissolution of the company and (II) division, division, merger and liquidation of the company; Dissolution and liquidation;
(III) amendment of the articles of Association; (III) amendment of the articles of Association;
(IV) the company purchases or sells heavy assets within one year; (IV) the company purchases or sells major assets within one year or the guarantee amount exceeds the latest major assets of the company or the guarantee amount exceeds 30% of the latest audited total assets of the company; 30% of the total assets audited in the current period;
(V) equity incentive plan; (V) equity incentive plan;
(VI) other matters stipulated by laws, administrative regulations or the procedures of this chapter (VI) laws, administrative regulations or the articles of association, determined by the general meeting of shareholders by ordinary resolution, determined by the general meeting of shareholders by ordinary resolution to have a significant impact on the company, which need to have a significant impact on the company by special resolution, and which need to be passed by special resolution. Other matters adopted at the meeting.
Article 79 shareholders (including shareholders’ agents Article 79 shareholders (including shareholders’ agents) shall exercise their voting rights according to the number of voting shares they represent. Each share shall have one vote, and each share shall have one vote. Right.
When the general meeting of shareholders deliberates on major matters affecting the interests of small and medium-sized investors, and when the general meeting of shareholders deliberates on major matters affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors shall be counted separately. The result of separate vote counting shall be timely and fair. The results of separate vote counting shall be disclosed in a timely manner. Disclosure.
The company’s shares held by the company have no voting rights, and these shares are not included in the right to attend the general meeting of shareholders, and these shares are not included in the total number of shares with voting rights attending the general meeting of shareholders. Total number of voting shares. Shareholders who buy shares of the company with the board of directors, independent directors and voting rights in accordance with relevant regulations in violation of Article 63 of the securities law may publicly solicit shareholders’ voting rights. Where the shareholders’ voting rights are solicited in excess of the provisions in paragraphs 1 and 2 of this article, the specific voting intention and other information shall be disclosed to the 36 months after the purchase of a full proportion of the shares of the solicited person. It is prohibited to solicit shareholders’ voting rights by means of paid months, which are not included in the attending shares or paid in disguised form. The total number of voting shares of the general assembly. The company shall not propose the minimum shareholding of the board of directors, independent directors and 1% for the solicitation of voting rights
Proportional limit. Shareholders of the above voting shares or investor protection institutions established in accordance with laws, administrative regulations or the provisions of the CSRC may publicly solicit shareholders’ voting rights. The solicitation of shareholders’ voting rights shall fully disclose the specific voting intention and other information to the solicited person. Ban
