Securities code: Oriental Times Media Corporation(002175) securities abbreviation: Oriental Times Media Corporation(002175) Announcement No.: 2022016
Oriental Times Media Corporation(002175)
Announcement on Amending Some Provisions of the articles of Association
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without falsity
Records, misleading statements or major omissions.
Oriental Times Media Corporation(002175) (hereinafter referred to as "the company") was called on March 25, 2022
The sixth meeting of the seventh board of directors deliberated and adopted the proposal on Amending Some Provisions of the articles of association.
According to the company law, securities law, guidelines for the articles of association of listed companies and Shenzhen Stock Exchange
Listing rules and self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - regulations for listed companies on the main board
According to the latest provisions of the "operation model" and in combination with the actual situation of the company, the relevant provisions of the articles of association are reviewed
Revised as follows:
Before and after the amendment of articles of Association
Article 3 Article 3
The company was approved by the China Securities Regulatory Commission on September 11, 2007. For the first time, the company issued 14.5 million RMB ordinary shares to the public on September 11, 2007, issued 14.5 million RMB ordinary shares to the public in Shenzhen on October 12, 2007, and listed on Shenzhen Stock Exchange on October 12, 2007, The total number of shares is 56932192. On May 5, 2008, the company was listed on the stock exchange, with a total of 56932192 shares. On May 5, 2008, the 2007 annual general meeting of shareholders of the company deliberated and approved the 2007 annual profit distribution plan of the company, and the annual general meeting of shareholders of the company deliberated and approved the 2007 annual profit distribution plan of the company. The capital reserve was converted into 5 shares for every 10 shares, and the total number of shares became 85398288 shares. In May 2013, 5 shares were added for every 10 shares, and the total number of shares became 85398288. On May 28, 2013, the company issued 32400000 non-public shares to specific investors, listed 32400000 non-public shares on Shenzhen Stock Exchange and listed on Shenzhen Stock Exchange. After the issuance, the total number of shares of the company was 117798288. On July 8, 2014, after the completion of the company, the total number of shares of the company was 117798288. On July 8, 2014, the company issued shares to purchase assets and raised matching funds to issue 26305361 new shares; Issue and buy assets and raise supporting funds to issue 26305361 new shares; After the issuance of new shares, the total share capital of the company is 144103649 shares. On June 24, 2015, the company completed the implementation of the company's total share capital of 144103649 shares. On June 24, 2015, the company implemented and completed the equity distribution plan for 2014: Based on the total share capital of 144103649 shares at the end of 2014, the company converted 6 shares for every 10 shares to all shareholders with the capital reserve based on the total share capital of 144103649 shares at the end of 2014 and the capital public. The total share capital of the company is increased to 6 shares for every 10 shares to all shareholders. The total share capital of the company increased to 230565838 shares. 230565838 shares of the company. The company's non-public offering of 593488590000 new shares, and the company's non-public offering of 593488590000 new shares in 2016, were listed in Shenzhen Stock Exchange on April 14, 2016. The non-public offering is listed on the stock exchange. After the implementation of this non-public offering, the share capital of the company will be
After the completion of the construction, the share capital of the company was changed from 230565838 shares to 289914697 shares. In 2016, the original 230565838 shares were changed to 289914697 shares. On July 29, 2016, the company implemented and completed the 2015 annual equity distribution plan: Based on the company's latest general construction, the 2015 annual equity distribution plan: Based on the company's latest total share capital of 289914697 shares, the share capital of 289914697 shares was taken as the base, the capital reserve was increased by 16 shares for every 10 shares to all shareholders, and the capital reserve was increased by 16 shares for every 10 shares to all shareholders. This non-public offering of shares. After the implementation of the non-public offering, the share capital of the company is changed from 289914697 shares to 753778212289914697 shares and 753778212 shares. Shares. According to the Oriental Times Media Corporation(002175) reorganization plan approved by Guilin intermediate people's Court of Guangxi Zhuang Autonomous Region on November 30, 2021, the company implemented the conversion of capital reserve into share capital on December 24, 2021, with the original total share capital of 753778212 shares as the base, 69384138 shares were added for every 100 shares, with a total of 523 Jinzi Ham Co.Ltd(002515) shares.
After the conversion of capital reserve into share capital in this reorganization, the share capital of the company was increased from 753778212 shares to 1276780727 shares.
Article 6 Article 6
The registered capital of the company is 753778212 yuan. The registered capital of the company is 1276780727 yuan.
Article 12 (for new articles, the serial numbers shall be postponed successively after this article)
The company establishes a Communist Party to organize and carry out party activities in accordance with the provisions of the constitution of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Article 19 Article 20
The total number of shares of the company is 753778212, all of which are ordinary shares in RMB. The total number of shares of the company is 1276780727, all of which are ordinary shares in RMB.
Article 24 Article 25
A company may acquire its own shares through public centralized trading, or a legal company may acquire its own shares through public centralized trading, or other methods recognized by laws, regulations and the CSRC. And other methods approved by the CSRC.
If 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 do so through public centralized trading. The acquisition of shares of the company under certain circumstances shall be carried out through public centralized trading.
Article 25 Article 26
The company's acquisition of the company's shares due to items (I) and (II) of Article 23 of the articles of association and the acquisition of the company's shares due to items (I) and (II) of Article 24 of the articles of association shall be subject to the resolution of the general meeting of shareholders. If the company's shares are due to item (III) of Article 23 of the articles of association, it shall be resolved by the general meeting of shareholders. The acquisition of the company's shares due to items (III), (V) and (VI) of Article 24 of the articles of association requires two-thirds of the company's shares. The acquisition of the company's shares due to items (V) and (VI) requires the consent of the board meeting attended by more than two-thirds of the directors. The resolution of the meeting of the board of directors attended by the company is approved.
In the case of the company's acquisition of shares in accordance with the provisions of paragraph 10 of Article 23, the company shall cancel the shares within the date of acquisition in accordance with the provisions of paragraph 10 of Article 23; If it belongs to items (II) and (IV), it shall be cancelled within 10 days from the date of acquisition; It belongs to items (II) and (IV)
Under any circumstances, it shall be transferred or cancelled within 6 months. If it belongs to items (III) and (V), it shall be transferred or cancelled within 6 months. In the case of items (III), (V), (VI), the total number of shares held by the company shall not exceed that in the case of item (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 transferred or cancelled within three years. 10% of the total shares and shall be transferred or cancelled within three years.
Article 40 Article 41
The general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law: the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law:
（1） Decide on the company's business policy and investment plan; （1） Decide on the company's business policy and investment plan;
（2） Elect and replace directors and supervisors who are not staff representatives, decide on relevant directors, (2) elect and replace directors and supervisors who are not staff representatives, and decide on the remuneration of relevant directors and supervisors; Remuneration of supervisors;
（3） Review and approve the report of the board of directors; （3） Review and approve the report of the board of directors;
（4） Review and approve the report of the board of supervisors; （4） Review and approve the report of the board of supervisors;
（5） Review and approve the company's annual financial budget plan and final account plan; （5） Review and approve the company's annual financial budget plan and final account plan;
（6） Review and approve the company's profit distribution plan and loss recovery plan; （6） Review and approve the company's profit distribution plan and loss recovery plan;
（7） Make resolutions on the increase or decrease of the company's registered capital; （7） Make resolutions on the increase or decrease of the company's registered capital;
（8） Make resolutions on the issuance of corporate bonds; （8） Make resolutions on the issuance of corporate bonds;
（9） Make a decision on the merger, division, dissolution, liquidation or change of corporate form of the company
