Tianjin Guangyu Development Co.Ltd(000537)
Notes on the revision of the articles of association, rules of procedure of the general meeting of shareholders and rules of procedure of the board of directors
Tianjin Guangyu Development Co.Ltd(000537) (hereinafter referred to as "the company") held the 22nd Meeting of the 10th board of directors on March 22, 2022, deliberated and adopted the proposal on Amending the articles of association and relevant rules of procedure item by item. In combination with the latest regulatory requirements and actual business development needs, the company, in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, 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 other laws, regulations and relevant provisions, Some contents of the articles of association, the rules of procedure of the general meeting of shareholders and the rules of procedure of the board of directors have been revised and improved. The matter still needs to be submitted to the general meeting of shareholders of the company for deliberation. For the main amendments, see the notes on the amendment of the articles of association, the rules of procedure of the general meeting of shareholders and the rules of procedure of the board of directors.
Notes on amendment of the articles of Association
Terms before and after amendment
Article 14 after being registered according to law, Business scope of the company: "real estate development and commercial housing Article 14 business scope of the company: power generation business, power transmission business and power supply (distribution) Electricity business; sale; Investment in accommodation hotels and catering hotels; House leasing; Property services; Research and development of real estate emerging energy technology; Energy storage technology services; Energy conservation management services; Information consulting service of electric vehicle charging industry; Operation of materials, mechanical and electronic equipment, communication equipment and equipment, and office infrastructure; Environmental protection consulting services; Ecological restoration and ecological protection services; Sales of electrical and mechanical equipment; Storage (excluding dangerous goods); Commodity information consultation; Manufacturing of special equipment for real estate intermediary clothing; Electrical equipment repair; Technical service, technical development, technical consultation and service; Construction of building decoration works. " Technology exchange, technology transfer and technology promotion; Mechanical equipment leasing.
Article 35 Where the contents of the resolutions of the general meeting of shareholders and the board of directors of the company violate laws and administrative regulations, the shareholders, directors and supervisors have the right to request the people's court to find them invalid. Shareholders have the right to request the people's court to find it invalid.
If the convening procedure and voting method of the general meeting of shareholders and the board of directors violate the law, the convening procedure and voting method of the general meeting of shareholders and the board of directors violate the law, administrative regulations or the articles of association, or the content of the resolution violates the articles of association, the shareholders have the right to make the resolution within 60 days from the date of making the resolution, Request the people's court for cancellation. Request the people's court for cancellation within 60 days from the date of issuance.
In case of any of the following circumstances in the resolutions of the general meeting of shareholders and the board of directors, and in case of any of the following circumstances in the resolutions of the general meeting of shareholders, the board of directors and the board of directors, the shareholders have the right to claim the resolution
Terms before and after amendment
Party A has the right to claim that the resolution is not tenable:
(I) the company has not held a meeting; (I) the company has not held a meeting;
(II) the meeting fails to vote on the resolution; (II) the meeting fails to vote on the resolution;
(III) the number of people attending the meeting or the voting rights held by shareholders do not comply with the company law or (III) the number of people attending the meeting or the voting rights held by shareholders do not comply with the provisions of the company law or the articles of Association; Provisions of the articles of association or the articles of Association;
(IV) the voting results of the meeting fail to meet the requirements of the company law or the articles of Association; (IV) the voting results of the meeting fail to meet the proportion specified in the company law or the articles of Association; Having a fixed proportion of passage;
(V) other circumstances leading to the failure of the resolution. (V) other circumstances leading to the failure of the resolution.
Article 41 the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law: Article 41 the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law:
（15） Review the equity incentive plan; （15） Review the equity incentive plan and employee stock ownership plan;
（16） Review laws, administrative regulations, departmental rules or the articles of association. (16) review other matters that shall be decided by the general meeting of shareholders according to laws, administrative regulations, departmental rules or the articles of association. Other matters decided by the general meeting of shareholders.
Terms before and after amendment
Article 42 the following external guarantees of the company shall be examined and approved by the general meeting of shareholders. Article 42 the following external guarantees of the company shall be examined and approved by the general meeting of shareholders.
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(IV) the amount of a single guarantee exceeds 10% of the latest audited net assets; (IV) the amount of a single guarantee exceeds 10% of the latest audited net assets;
(V) guarantees provided to shareholders, actual controllers and their related parties.
(V) the guarantee amount of the company within one year exceeds 30% of the company's latest audited total assets;
(VI) guarantees provided to shareholders, actual controllers and their related parties.
Article 45 the place where the company holds the general meeting of shareholders is: the place where the company is located or the place where the company holds the general meeting of shareholders is: the place where the company is located or other places specified in the notice of the general meeting of shareholders from time to time. After the company issues the notice of the general meeting of shareholders, it shall go to other places specified in the notice of the general meeting of shareholders. After the company issues the notice of the general meeting of shareholders, if it is really necessary to change the place of the meeting for justified reasons, the convener shall make an announcement on the date of the on-site meeting. If it is necessary to change the place of the meeting for justified reasons, the convener shall make an announcement at least 2 working days before the date of the on-site meeting and explain the reasons. Less than 2 working days to announce and explain the reasons.
The general meeting of shareholders will be held in the form of on-site meeting. The company will also set up a venue for the shareholders' meeting, which will facilitate shareholders' participation in the shareholders' meeting by calling and voting in the form of a combination of on-site meeting and online voting. Shareholders participate in the meeting in the above ways. If a shareholder attends the general meeting of shareholders in the above ways, he shall be deemed to be present.
In addition, the shareholders' meeting shall be deemed to be attended.
Terms before and after amendment
Article 56 the notice of the general meeting of shareholders shall include the following contents: Article 56 the notice of the general meeting of shareholders shall include the following contents:
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(V) name and telephone number of permanent contact person for conference affairs. (V) name and telephone number of permanent contact person for conference affairs;
If the general meeting of shareholders adopts network or other means, it shall specify (VI) the voting time and voting procedures of network or other means in the notice of the general meeting of shareholders.
Specify the voting time and procedures of network or other means. If the general meeting of shareholders adopts network or other means, it shall be specified in the notice of the general meeting of shareholders Specify the voting time and procedures of network or other means.
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Article 78 the following matters shall be adopted by the general meeting of shareholders by special resolution: Article 78 the following matters shall be adopted 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;
(II) division, merger, dissolution and liquidation of the company; (II) division, division, merger, dissolution and liquidation of the company;
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Article 79 shareholders (including shareholders' agents) shall use the voting shares they represent Article 79 shareholders (including shareholders' agents) shall use the voting shares they represent
Terms before and after amendment
The number of shares shall exercise voting rights, and each share shall have one vote. The amount of voting rights shall be exercised, and each share shall have one vote.
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The board of directors, independent directors and shareholders meeting the relevant requirements may solicit shareholders to buy the voting shares of the company, which violates the first voting right of Article 63 of the securities law. The solicitation of shareholders' voting rights shall fully disclose to the solicited person the specific voting intention and the 36 months after the purchase of the shares exceeding the specified proportion as specified in paragraph 2. It is prohibited to solicit shareholders' voting rights by means of compensation or compensation in disguised form. No voting rights shall be exercised in the company and shall not be included in the total number of voting shares attending the general meeting of shareholders. The minimum shareholding ratio shall not be limited to soliciting voting rights. The board of directors, independent directors, shareholders holding more than 1% of 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. It is prohibited to solicit shareholders' voting rights by means of compensation or compensation in disguised form. Except for legal conditions, the company shall not put forward a minimum shareholding limit on the solicitation of voting rights.
Article 108 the board of directors shall exercise the following functions and powers: Article 108 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;
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Terms before and after amendment
(VIII) decide on the company's foreign investment, acquisition and sale within the scope authorized by the general meeting of shareholders (VIII) authorized by the general meeting of shareholders
