Securities code: Beijing Supermap Software Co.Ltd(300036) securities abbreviation: Beijing Supermap Software Co.Ltd(300036) Announcement No.: 2022013
Beijing Supermap Software Co.Ltd(300036)
Announcement on Amending the articles of Association
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions in the announcement.
Beijing Supermap Software Co.Ltd(300036) (hereinafter referred to as "the company") deliberated and adopted the proposal on Amending the articles of association at the 10th meeting of the 5th board of directors on March 23, 2022. The details are as follows:
1、 Details of amending the articles of Association
In order to further improve the scientific decision-making ability of the board of directors, according to the needs of the company's operation and development and the actual situation of corporate governance, the company plans to adjust the number of members of the board of directors from 7 to 7-9.
At present, the ownership structure of the company is relatively scattered. As of December 31, 2021, the actual controller and controlling shareholder of the company, Mr. Zhong Ershun, holds 50542080 shares of the company, accounting for 10.32% of the total share capital of the company. The company is facing weak resistance to acquisition and the risk of change of control. The company has long been committed to the construction of independent R & D and innovation ability of core technology of GIS software basic platform. Some GIS technologies of the company are world-leading and are the world's leading GIS leading enterprises. The company's GIS technology is related to information security and national security. The company needs a relatively stable and sustainable business environment, needs to improve the corresponding defense ability and add relevant malicious acquisition terms.
In addition, according to the newly revised laws and regulations related to the supervision and administration of listed companies and the guidelines for the articles of association of listed companies (revised in 2022), in order to further standardize the company's operation and improve the level of corporate governance, the relevant provisions of the articles of association are hereby revised and supplemented in combination with the actual situation of the company.
To sum up, the proposed amendments to the articles of association are as follows:
Modified original content modified content
clause
Article 2
Registered with Beijing Administration for Industry and Commerce and Beijing market supervision administration, obtained business license, unified social credit code as business license and unified social credit code as 9111 Zte Corporation(000063) 30248381. 9111 Zte Corporation(000063) 30248381。
Increase the number of companies to establish Party organizations and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company's activities for the party organization
Provide the necessary conditions.
Article 23 under the following circumstances, the company may not purchase its own shares in accordance with laws and regulations. However, except for any of the following administrative regulations, departmental rules and the articles of association:
Acquisition of shares in the company:
...... (V) converting the shares issued by the company into (V) converting the shares into corporate bonds issued by the listed company;
Corporate bonds convertible into shares; (VI) it is necessary for the company to safeguard the company's value and shareholders' rights and interests. (VI) it is necessary for listed companies to safeguard the company's value and shares.
Necessary for East equity.
Except for the above circumstances, the company shall not acquire the company
Activities of the company's shares.
Article 29 the company's directors, supervisors, senior managers, shareholders holding more than 5% of the company's shares, directors, supervisors and shareholders holding more than 5% of the company's shares shall sell the company's shares or some of the company's shares held by their senior managers within 6 months after purchase, and other equity securities shall be sold within 6 months after purchase, Or buy and sell again within 6 months after the sale, or buy again within 6 months after the sale. The resulting income belongs to the company, and the income of the company belongs to the company. The board of directors of the company will receive the income, and the board of directors will recover the income. However, the proceeds can be recovered. However, if a securities company holds more than 5% of the shares due to the purchase of underwritten securities, and the company holds more than 5% of the shares due to the purchase of after-sales surplus shares due to underwritten purchase, and if there are more than 5% of the shares, the sale of the shares is not subject to 6 other circumstances stipulated by the CSRC.
Month time limit
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Article 40 the general meeting of shareholders is the authority of the company. The general meeting of shareholders is the authority of the company according to law. It exercises the following functions and powers according to law:
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（15） Review the equity incentive plan; （15） Review the equity incentive plan and employee stock ownership plan;
Article 49 If the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own, the board of supervisors or shareholders shall notify the board of directors in writing, notify the board of directors in writing and file with the stock exchange. Local offices of CSRC and securities exchanges
For the record of the exchange. The board of supervisors or convening shareholders shall submit the relevant certification materials of the board of supervisors and convening shareholders to the stock exchange when issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders.
When the notice and the announcement of the resolution of the general meeting of shareholders are made, it shall be reported to the company
Local offices of CSRC and securities exchanges
Relevant supporting materials submitted by the exchange.
Article 53
Article for the proposals that are not listed in the notice of the general meeting of shareholders or do not comply with the provisions of Article 52 of the fifth schedule of the articles of association, and the proposals specified in Article 12 of the general meeting of shareholders, the general meeting of shareholders shall not vote, vote and make resolutions. And make a resolution.
When the acquirer and / or its persons acting in concert put forward relevant proposals on the sale or purchase of the company's assets to the general meeting of shareholders of the company in the case of malicious acquisition specified in the articles of association, The basic information of the sale or purchase of assets, the necessity of the transaction, the pricing method and its rationality, the basic information of all parties to the transaction, the counterparty and the receipt shall be included in the proposal
Fully analyze and explain the related relationship of the purchaser, subsequent arrangements after the sale or purchase of assets, and the impact of the transaction on the company's sustainable profitability, and submit all relevant materials with the proposal; If the information disclosed in the proposal is incomplete or insufficient, or the relevant information provided by the proposer is insufficient to support the relevant information contained in the proposal, The convener shall be responsible for informing the proposer, and the proposer shall revise and improve it within 2 days and then resubmit it. If it constitutes a major asset reorganization, it shall be handled in accordance with the measures for the administration of major asset reorganization of listed companies and the provisions of relevant laws, regulations and normative documents. The contents of the aforesaid proposal shall comply with the provisions of Article 52 of the articles of association.
Article 55 the notice of the general meeting of shareholders shall include the following contents: the notice of the general meeting of shareholders shall include the following contents:
Article
(V) name and telephone number of permanent contact for conference affairs (V) name and telephone number of permanent contact for conference affairs.
Code. (VI) the voting time and voting schedule of network or other means shall be filled in the notice and supplementary notice of the general meeting of shareholders.
The full and complete disclosure of all proposals shall be fully and completely cosmetic surgery in the notice of the general meeting of shareholders and supplementary notice. The matters to be discussed require the independent directors to publish and disclose all the specific contents of all proposals. For matters to be discussed, if it is necessary for independent directors to express their opinions when issuing the notice of the general meeting of shareholders or supplementary general items, the opinions and reasons of independent directors will be disclosed at the same time when issuing the notice of the general meeting of shareholders, and the intention of independent directors will be disclosed at the same time when issuing the notice or supplementary notice. See and reasons.
If the general meeting of shareholders adopts network or other means, the starting time of network or other means of voting at the general meeting of shareholders and when it is clearly stated in the notice of the general meeting of shareholders that the network or ending time shall comply with the voting time and voting procedures of other means in relevant laws, regulations and normative documents. Provisions of the.
General meeting of shareholders held via Internet or other means
The start time of voting shall not be earlier than that of on-site shares
At 9:15 a.m. on the day of the East Conference, at its end
No earlier than the end of the on-site general meeting
3:00 p.m.
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Article 77 the following matters shall be adopted by special resolution of the general meeting of shareholders, and the following matters shall be adopted by special resolution of the general meeting of shareholders:
Article:
...... (VI) other matters stipulated by laws, administrative regulations or the articles of association, which will have a significant impact on the company as stipulated by (VI) laws, administrative regulations or the articles of association and determined by the general meeting of shareholders by ordinary resolution, as well as other matters that need to be passed by special resolution as determined by the general meeting of shareholders by ordinary resolution. Other matters that have a significant impact on the company and need to be considered by the special general meeting of shareholders for the implementation of malicious acquisition or malicious resolution adopted by the acquirer. Information submitted after the acquisition on the purchase or sale of assets, lease in or lease out assets, gift assets, customs
