Securities code: Sichuan Tianwei Electronic Co.Ltd(688511) securities abbreviation: Sichuan Tianwei Electronic Co.Ltd(688511) Announcement No.: 2022011 Sichuan Tianwei Electronic Co.Ltd(688511)
Announcement on changing the company's business scope, amending the articles of association and other relevant systems and handling industrial and commercial registration
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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Sichuan Tianwei Electronic Co.Ltd(688511) (hereinafter referred to as "the company") in order to further improve the level of corporate governance, in view of the needs of the company's business development, the company plans to increase the import and export business of goods on the basis of the original business scope. At the same time, according to the company law of the people's Republic of China, the securities law of the people's Republic of China, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the articles of association of listed companies and other relevant documents, in combination with the actual situation, The 12th meeting of the first board of directors and the 10th meeting of the first board of supervisors were held on March 25, 2022, The proposal on changing the company's business scope, amending the articles of association and handling industrial and commercial change registration, the proposal on Amending the registration management system for insiders, the proposal on Amending the rules of procedure of the general meeting of shareholders, the proposal on Amending the rules of procedure of the board of directors and the proposal on Amending the working rules of the audit committee of the board of directors were reviewed and approved Proposal on Revising the working rules of the strategy committee of the board of directors, proposal on Revising the working rules of the Secretary of the board of directors, proposal on Revising the internal audit system, proposal on Revising the external guarantee management system, proposal on Revising the independent director management system, proposal on Revising the management system of major operation and investment decisions, proposal on Revising the management system of raised funds Proposal on Amending the detailed rules for the implementation of online voting at the general meeting of shareholders and proposal on Amending the rules of procedure of the board of supervisors. The specific amendments are hereby announced as follows:
1、 Changes in the company's business scope
Before and after change
Manufacturing of electronic components; Wholesale of electronic components; Manufacturing of electronic components; Wholesale of electronic components; Manufacturing of electronic vacuum devices; Optoelectronic device manufacturing; Manufacturing of display device and air control device; Optoelectronic device manufacturing; Manufacturing of display devices; Semiconductor discrete device manufacturing; Manufacturing of security equipment; Make; Semiconductor discrete device manufacturing; Manufacturing of security equipment; Manufacturing of industrial automatic control system devices; Manufacturing of special industrial automatic control system device for environmental monitoring; Manufacturing of special instruments and meters for environmental monitoring; Manufacturing of special equipment for environmental protection; Integrated instrument manufacturing; Manufacturing of special equipment for environmental protection; Integrated circuit design; Integrated circuit manufacturing; Circuit design of IOT equipment; Integrated circuit manufacturing; Internet of things equipment manufacturing; Intelligent control system integration; Manufacturing of refrigeration and air conditioning equipment; Intelligent control system integration; Manufacturing of refrigeration and air conditioning equipment; Virtual reality equipment manufacturing; Software development; Artificial intelligence; Virtual reality equipment manufacturing; Software development; Development of artificial intelligence application software; Software outsourcing services; The information system can develop application software; Software outsourcing services; Information system integration service; Internet of things technology services; Technical services and technical integration services; Internet of things technology services; Technology transfer, technology consultation, technology development, technology exchange, technology exchange; Engineering and technical research and test development; Machine technology promotion; Engineering and technical research and test development; Machining parts and components; Wholesale of fire fighting equipment; Processing of non household machinery parts and components; Import and export of goods; Fire extinguisher housing real estate leasing; Entrepreneurship space services; Wholesale of land use right materials; Non residential real estate leasing; Entrepreneurship space services; lease; estate management; Parking service. (except for the projects that must be approved according to law, such as land use right leasing, property management, parking lot service, etc., they shall be carried out independently according to law with the business license (except for the projects that must be approved according to law, they shall be operated according to the business license). Law on independent business activities).
The above changes shall be subject to the contents approved by the industrial and commercial registration authority.
2、 Amendments to the articles of Association
Content before and after revision
Chapter I General Provisions
Article 2 Sichuan Tianwei Electronic Co.Ltd(688511) (hereinafter referred to as "the company" or "the company") is a joint stock limited company established in accordance with the relevant provisions of the state. A joint stock limited company established in accordance with relevant regulations.
Article 3 the company is a joint stock limited company established in the form of overall change of limited liability company and the company is a joint stock limited company established in the form of overall change of limited liability company; Chengdu market supervision and Management Co., Ltd; Registered with Chengdu market supervision and Administration Bureau and obtained the business license. Registered and obtained the business license, and the unified social credit code is 91510100731596266c.
Article 8 the company is a permanent joint stock limited company. Article 7 the company is a permanent joint stock limited company. According to the company law and the articles of association of the Communist Party of China, the company establishes an organization of the Communist Party of China ("party organization")
And working institutions, and Party organizations play a political core role in the company to ensure the implementation of the principles and policies of the party and the state in the company; The company shall provide necessary conditions for the activities of the party organization, promote the institutionalization and standardization of Party construction, and promote the party organization to carry out activities and play a role around production and operation.
Article 12 of the constitution of the Communist Party of China ("the constitution of the Communist Party of China") and the constitution of the Communist Party of China ("the constitution of the Communist Party of China") shall govern the activities of the organization of the Communist Party of China. The party organization plays a political core role in the company to ensure the implementation of the principles and policies of the party and the state in the company; The company provides necessary conditions for the activities of Party organizations, promotes the institutionalization and standardization of Party construction, and promotes Party organizations to carry out activities and play a role around production and operation.
Chapter II business purpose and scope
Article 14 after registration according to law, the business scope of the company: Article 14 after registration according to law, the business scope of the company: manufacturing of electronic components; Wholesale of electronic components; Manufacturing of electronic components; Wholesale of electronic components; Manufacturing of electronic vacuum devices; Optoelectronic device manufacturing; Manufacturing of display device and air control device; Optoelectronic device manufacturing; Manufacturing of display devices; Semiconductor discrete device manufacturing; Manufacturing of security equipment; Make; Semiconductor discrete device manufacturing; Manufacturing of security equipment; Manufacturing of industrial automatic control system devices; Manufacturing of special industrial automatic control system device for environmental monitoring; Manufacturing of special instruments and meters for environmental monitoring; Manufacturing of special equipment for environmental protection; Integrated instrument manufacturing; Manufacturing of special equipment for environmental protection; Integrated circuit design; Integrated circuit manufacturing; Circuit design of IOT equipment; Integrated circuit manufacturing; Internet of things equipment manufacturing; Intelligent control system integration; Manufacturing of refrigeration and air conditioning equipment; Intelligent control system integration; Manufacturing of refrigeration and air conditioning equipment; Virtual reality equipment manufacturing; Software development; Artificial intelligence; Virtual reality equipment manufacturing; Software development; Development of artificial intelligence application software; Software outsourcing services; The information system can develop application software; Software outsourcing services; Information system integration service; Internet of things technology services; Technical services and technical integration services; Internet of things technology services; Technical services, technology development, technology consultation, technology exchange, technology transfer, technology development, technology consultation, technology exchange, technology transfer and technology promotion; Engineering and technical research and test development; Machine technology promotion; Engineering and technical research and test development; Machining parts and components; Wholesale of fire fighting equipment; Processing of non household machinery parts and components; Import and export of goods; Fire extinguisher housing real estate leasing; Entrepreneurship space services; Wholesale of land use right materials; Non residential real estate leasing; Entrepreneurship space services; lease; estate management; Parking service. (except for the projects subject to the lease of land use right, property management, parking lot service and approval in accordance with the law, they shall be carried out independently in accordance with the law with the business license (except for the projects subject to approval in accordance with the law, they shall be carried out in accordance with the law with the business license)
Operating activities). Law on independent business activities).
Chapter III shares
Article 23 according to the needs of operation and development, Article 23 according to the needs of operation and development, according to the provisions of laws and regulations, the company can increase the registered capital in the following ways after being made by the general meeting of shareholders respectively. According to the provisions of laws and regulations and the resolutions made by the general meeting of shareholders respectively: the following ways can be used to increase the registered capital: (V) laws Administrative regulations, laws and administrative regulations of China Securities Regulatory Commission (V) and other methods approved by China Securities Regulatory Commission. Other methods approved by the supervision and Administration Commission (hereinafter referred to as the CSRC).
Article 25 under the following circumstances, the company may not purchase its own shares in accordance with Article 25. However, the provisions of laws, administrative regulations, departmental rules and the articles of association are, except under any of the following circumstances:
Acquisition of the company's shares: (I) reduction of the company's registered capital;
(I) reduce the registered capital of the company; (II) merger with other companies holding shares of the company; (II) merger with other companies holding shares of the company; (III) use shares for employee stock ownership plan or equity incentive; (III) use shares for employee stock ownership plan or equity incentive; Excitation; (IV) the shareholder requests the company to purchase its shares due to the merger of the company made by the general meeting of shareholders, (IV) the shareholder disagrees with the resolution on merger and division of the company made by the general meeting of shareholders; Dissenting from the division resolution and requiring the company to purchase its shares; (V) converting shares into convertible bonds issued by the company; (V) converting shares into convertible bonds issued by the company; Corporate bonds;
(VI) necessary for the company to maintain the company's value and shareholders' equity (VI) necessary for the company to maintain the company's value and shareholders' equity. Yes.
Except for the above circumstances, the company shall not engage in the trading of its shares.
Article 26 when a company purchases its own shares, it can choose one of the following ways: through public centralized trading or (I) centralized bidding trading in stock exchanges; And other methods approved by the CSRC.
(II) method of offer; The company shall adopt other methods approved by the CSRC due to item (III) of paragraph 1 of Article 25 of the articles of association. The acquisition of shares of the company under the circumstances specified in items (V) and (VI) shall be carried out through public centralized trading.
Article 27 after the company purchases the shares of the company in accordance with Article 20 and Article 27 of the articles of association in accordance with paragraph 1 of Article 25 of the articles of association, if the company purchases the shares of the company in accordance with paragraph 1, under the circumstances of item (I) (I), it shall be cancelled within 10 days from the date of acquisition. Under the circumstances of item (I), it shall be cancelled within 10 days from the date of acquisition; Cancellation within; In the case of items (II) and (IV), if it is in the case of items (II) and (IV), it shall
If it is, it shall be transferred or cancelled within 6 months; Transfer or cancellation within the sixth month; In the case of items (III), (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 20% of the total issued shares of the company, and shall be 10% of the total issued shares of the company within 3 years, and shall be transferred or transferred or cancelled within 3 years. cancellation.
If a company purchases its own shares, it shall purchase its own shares in accordance with the securities law. If a securities company purchases its own shares, it shall perform the obligation of information disclosure in accordance with the provisions of the securities law. The company performs the obligation of information disclosure due to the provisions of the securities law. The acquisition of the company's shares under the circumstances specified in items (III), (V) and (VI) of Article 25 of the articles of association shall be carried out through public centralized trading.
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