Shenzhen Crastal Technology Co.Ltd(300824)
Comparison table of amendments to the articles of Association
(revised in March 2022)
Before and after revision
Article 12 the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Due to the new articles, the contents of the article number changes involved in the quoted articles in the full text of the articles of association will be changed synchronously
Article 21 according to the needs of operation and development, Article 22 according to the needs of operation and development, the company can increase its capital in the following ways when required by the general meeting of shareholders and decided by the general meeting of shareholders respectively in accordance with the provisions of laws and regulations. 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) laws and administrative regulations, state affairs (V) laws and administrative regulations and other methods approved by the competent Securities Department of the Chinese Academy. Other methods approved by the CSRC.
Article 23 the original company may purchase the shares of the company under the following circumstances. In accordance with laws, administrative regulations, departmental rules and the articles of association, except under any of the following circumstances:
To acquire the shares of the company: (I) reduce the registered capital of the company;
(I) reduce the registered capital of the company; (II) merge with other companies holding shares of the company (II) merge with other companies holding shares of the company;
Merger; (III) use shares for ESOP or (III) use shares for ESOP or equity incentive;
Equity incentive; (IV) the shareholders disagree with the company's resolution on merger and division made by the general meeting of shareholders (IV) the shareholders disagree with the resolution on merger and division made by the general meeting of shareholders, require the company to purchase its shares;
shares; (V) use the shares to convert the corporate bonds issued by the company; (V) use the shares to convert the corporate bonds issued by the company into shares;
Corporate bonds converted into shares; (VI) the company is necessary to maintain the company's value and shareholders' rights. (VI) the company is necessary to maintain the company's value and shareholders' rights and interests. Necessary for profit.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 24 the original company may purchase its own shares, and Article 25 the company may purchase its own shares by means of public centralized trading, or by means of public centralized trading, or by other means approved by laws, industrial regulations and the CSRC. The company shall be incorporated into the company in accordance with the political, legal and other ways approved by the CSRC. Items (III), (V) and (VI) stipulate that the company's acquisition of shares of the company due to the circumstances of paragraph 1 of Article 24 of the articles of association shall be carried out through the centralized trading method specified in items (III), (V) and (VI) of the public. The acquisition of shares of the company shall be carried out through public centralized trading.
Article 25 Where the original company purchases the shares of the company under the circumstances specified in items (I) and (II) of paragraph 1 due to the circumstances specified in items (I) and (II) of Article 23 and 26 of the articles of association, it shall be resolved by the general meeting of shareholders; The acquisition of shares of the company by a company shall be subject to the resolution of the general meeting of shareholders; If the company purchases shares of the company under the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 23 of the articles of association due to the circumstances specified in items (III) and (VI) of Article 24 of the articles of association, the company may purchase shares of the company in accordance with the provisions of the articles of association or shareholders, which shall be authorized by more than two-thirds of the general meeting, The resolution of the board meeting attended by more than two-thirds of the directors.
Resolutions of the board meeting. If the shares of the company are purchased in accordance with paragraph 1 of Article 23 of the articles of association, the shares shall be cancelled in accordance with Article 24 (I) of the articles of association after the date of acquisition; The subsidiary shall be cancelled within 10 days from the date of acquisition; If it falls under the circumstances of items (II) and (IV), it shall be transferred or cancelled within six months if it falls under the circumstances of items (II) and (IV); Transfer or cancellation within the third month; In the case of items (III), (V) and (VI), and in the case of items (V) and (VI), the total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and shall be 10% of the total issued shares of the company, and shall be transferred or cancelled within three years.
Transfer or cancellation within. If the company purchases its own shares, it shall purchase its own shares in accordance with the securities law. If the company purchases its own shares, it shall perform the obligation of information disclosure in accordance with the provisions of the China Securities Law.
Fulfill the obligation of information disclosure in accordance with the provisions of the securities law of the people's Republic of China. Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association, it shall be carried out through public centralized trading.
The company shall not accept the shares of the company as the subject matter of the pledge.
Article 28 the shares of the company held by the original promoters and Article 29 the shares of the company held by the promoters shall not be transferred within one year from the date of establishment of the company. The company shall not be transferred within one year from the date of its establishment. The shares issued before the company's public development bank shares and the shares issued before the issuance of the company's shares shall not be transferred within one year from the date when the company's stock ticket is listed and traded on the Shenzhen Stock Exchange, and shall not be transferred within one year from the date when the company's stock ticket is listed and traded on the Shenzhen Stock Exchange. Give Way.
The directors, supervisors and senior managers of the company shall report to the company the shares of the company they hold and their changes, and report to the company the shares of the company they hold and their changes. The shares transferred every year during their term of office shall not exceed the situation, and the shares transferred every year during their term of office shall not exceed 25% of the total shares of the company they hold; The company it holds exceeds 25% of the total shares of the company it holds (due to the fact that judicially strong shares are not transferred due to execution, inheritance, bequest, legal division of property, etc. within one year from the date of listing and trading of the company's shares. The above-mentioned personnel are not allowed to transfer shares within six months after leaving office, except for the company's shares held by the company's directors, supervisors and senior managers. If the shares held by the company's first-level managers do not exceed 1000 shares, the shareholders and actual controllers holding more than 5% of the shares of the company can be transferred at one time The transfer of the Ministry is not subject to the restriction of the transfer proportion in the preceding paragraph (person, director, supervisor, senior manager, and system); The shares held by the company shall not be transferred within one year from the date when the company's shares are listed and traded and other holding companies hold the shares issued before the initial public offering. Half a year after the above-mentioned personnel leave office or the shareholders of the shares issued by the company to specific objects shall not transfer the company shares held by them within one year.
The transfer of the company's shares held by the Seller shall not violate the laws, the shareholders holding more than 5% of the company's shares, the administrative regulations of actual control, and the provisions of the securities regulatory authority under the State Council on the controller, directors, supervisors and senior managers, as well as the holding period, selling time, selling quantity, the type of shares issued by the seller before the initial public offering, information disclosure, etc, And shall abide by the business rules of the stock exchange or the shareholders of the shares issued by the company to specific objects. The transfer of the company's shares held by them shall not violate the law. In addition to complying with the above provisions of the articles of association, the company's directors, administrative regulations and the provisions of the CSRC on the holding period, selling supervisors and senior managers shall also strictly abide by the relevant laws, regulations, normative documents and the provisions of the CSRC according to the issuing time, selling quantity, selling method and information disclosure, And shall abide by the relevant provisions of the business regulation committee of the stock exchange on its transfer of shares of the company.
promise. In addition to complying with the above provisions of the articles of association, the directors, supervisors and senior managers of the company shall also strictly abide by their commitments on the transfer of shares of the company in accordance with relevant laws, regulations, normative documents and relevant provisions of the CSRC.
Article 29 directors, supervisors and senior managers of the company Article 30 directors, supervisors and senior managers of the company, shareholders holding more than 5% of the company's shares, and shareholders holding more than 5% of the company's shares shall sell their company shares or other company shares with equity nature or other securities with equity nature within six months after buying them, Or sell the bonds within six months after buying, or buy them again within six months after selling, and the proceeds will be returned to the company for purchase within six months. The proceeds will be owned by the company, and the board of directors of the company will recover the proceeds. Yes, the board of directors of the company will recover its income. However, unless a securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, or more than 5% of the Shares specified by the CSRC, or other circumstances specified by the CSRC. Except in other cases.
The directors, supervisors, senior managers referred to in the preceding paragraph, the shares held by the directors, supervisors, senior managers and natural person shareholders referred to in the preceding paragraph or other shares held by natural person shareholders with equity or other securities with equity nature, including the securities held by their spouses, parents and children, including their spouses, parents Shares held by children and held in other people's accounts or other shares held in other people's accounts or other equity securities. Securities with equity nature.
If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, the shareholders have the right to require the board of directors to implement it within 30 days. If yes, the shareholders have the right to require the board of directors to execute the company within 30 days. If the board of directors fails to execute within the above-mentioned period, the shareholders shall. If the board of directors of the company fails to implement within the above-mentioned period, it has the right to bring a lawsuit directly to the shareholders in its own name for the benefit of the company, and has the right to bring a lawsuit directly to the people's court in its own name for the benefit of the company. Then bring a lawsuit to the people's court.
If the board of directors of the company fails to comply with the provisions of paragraph 1 of this article, the responsible directors shall bear joint and several liabilities according to law. In case of execution, the responsible directors shall bear joint and several liabilities according to law.
Original Article 34 resolutions of the general meeting of shareholders and the board of directors of the company 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, shareholders have the right to request the people's court to find them invalid. Request the people's court to find it invalid.
If the convening procedures of the general meeting of shareholders and the board of directors, the convening procedures of the general meeting of shareholders and the board of directors, and the voting method violate laws, administrative regulations or the articles of association, the voting method violates laws, administrative regulations or the articles of association, or the content of the resolution violates the articles of association, the shareholders have the right to vote within 60 days from the date of making the resolution, Request the people's court to revoke the decision within 60 days from the date of making the request. revoke.
