Securities code: Guangdong Fuxin Technology Co.Ltd(688662) securities abbreviation: Guangdong Fuxin Technology Co.Ltd(688662) Announcement No.: 2022014 Guangdong Fuxin Technology Co.Ltd(688662)
Announcement on Amending Guangdong Fuxin Technology Co.Ltd(688662) articles of Association
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 completeness of its contents.
Guangdong Fuxin Technology Co.Ltd(688662) (hereinafter referred to as "the company") held the second meeting of the Fourth Board of directors on March 25, 2022, deliberated and adopted the proposal on Amending the Guangdong Fuxin Technology Co.Ltd(688662) articles of Association, and the amendment of the Guangdong Fuxin Technology Co.Ltd(688662) articles of Association (hereinafter referred to as "the articles of association") needs to be submitted to the general meeting of shareholders for deliberation. The specific contents are hereby announced as follows: 1. Add or modify some terms and conditions:
Before and after revision
Article 2 The second article of the company's market safety in Shunde District, Foshan City The company is registered with Shunde District Market Supervision Bureau of Foshan City and obtained a business license Supervise the administration to register and obtain a business license
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.
Article 19 the total number of shares of the company is 88.24 million, and Article 20 the total number of shares of the company is 88.24 million, all of which are ordinary shares, including 163866 million foreign shares. All are ordinary shares with a par value of RMB 1 per share.
The par value of each share is RMB 1.
Article 22 the company may reduce its registered capital. Article 23 the company may reduce its registered capital. If the company reduces its registered capital, it shall reduce its registered capital in accordance with the company law and other legal companies, and shall handle it in accordance with the company law, laws and regulations and the procedures specified in the articles of association. Other relevant provisions and procedures stipulated in the articles of association.
Article 23 the company shall not purchase its own shares Article 24 the company shall not purchase its own shares. However, except for one of the following circumstances:. However, except under any of the following circumstances:
...... ......
(V) converting shares into corporate bonds issued by listed companies; (V) converting shares into convertible corporate bonds issued by listed companies; Corporate bonds converted into shares;
(VI) the listed company is necessary to maintain the company's value and shareholders' rights and interests. (VI) the company is necessary to maintain the company's value and shareholders' rights and interests. Required.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 25 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 24 of the articles of association and the circumstances specified in items (I) and (II) of paragraph 1 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; The acquisition of shares of the company shall be subject to the resolution of the general meeting of shareholders; If the company purchases the shares of the company due to item (III) of paragraph 1 of Article 23 of the articles of association or the circumstances specified in items (V) and (VI) of paragraph 1 of Article 24 of the articles of association, it may purchase the shares of the company in accordance with the provisions of the articles of association or the shares of the company, which shall be authorized by more than two-thirds of the directors to attend the general meeting, Resolutions of the board meeting attended by more than two-thirds of the directors. Resolutions of the board meeting.
Article 29 directors, supervisors and senior management of the company Article 30 the company's shareholders, directors, supervisors and senior management who hold more than 5% of the shares and more than 5% of the shares of the company shall sell their shares of the company within 6 months after buying, and their shares or other shares of the company with equity nature or buy them within 6 months after selling, If the securities thus received are sold within six months after the purchase, or the profits after the sale belong to the company, the board of directors of the company will recover the profits and buy them again within six months, and the income from this shall belong to the income of the company. The directors will recover the remaining proceeds from the purchase of securities by the company. However, if the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, the sale of the shares is not subject to the six-month time limit. If more than five percent of the shares are sold, the shares will not be subject to six months time limit.
If the board of directors of the company fails to comply with the provisions of the preceding paragraph, the shares shall be
East has the right to require the board of directors to implement within 30 days 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
Article 40 the general meeting of shareholders is the power organ of the company. Article 41 the general meeting of shareholders is the power organ of the company. It exercises the following functions and powers according to law:
...... ......
（15） Review the equity incentive plan; （15） Review equity incentive plans and employee stock ownership (16) review laws, administrative regulations and departmental plans;
(XVI) other (XVI) matters that shall be decided by the general meeting of shareholders in accordance with the provisions of this chapter or the articles of association. Other functions and powers of the general meeting of shareholders mentioned in the preceding paragraph that shall be decided by the general meeting of shareholders in accordance with the provisions of this chapter or the articles of association shall not be approved.
The powers and functions of the board of directors or other institutions and the general meeting of shareholders mentioned in the preceding paragraph shall not be exercised by authorizing individuals. The purchase and sale of assets by the board of directors or other institutions and listed companies in the form of rights or other forms, involving the exercise of assets on behalf of individuals. If the total assets or transaction amount exceeds 30% of the company's total assets audited in the latest period within 12 consecutive months, in addition to the audit or evaluation in accordance with the provisions of the exchange, it shall also be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
Article 41 Where a company conducts a "guarantee" transaction, Article 42 the following guarantee acts of the company shall be submitted to the board of directors or the general meeting of shareholders for review and approval:
Discussion and timely disclosure. (I) the following guarantees provided by the company and its holding subsidiaries to the company shall be reviewed by the general meeting of shareholders, and the total amount of external guarantees shall exceed 50% of the company's latest audited net assets;
(I) the amount of a single guarantee exceeds the total amount of external guarantees of the company in the latest period (II) and exceeds 10% of the latest audited net assets; (II) the external guarantee of the company and its holding subsidiaries provided after 30% of the audited total assets in phase I;
The total amount exceeds 50% (III) of the company's latest audited net assets, and any guarantee provided after the guarantee amount is accumulated for 12 consecutive months; According to the calculation principle, if the asset liability ratio exceeds 70%, 30% of the total audited assets of the company in the latest period shall be guaranteed;
The guarantee provided by the; (IV) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70% (IV) the guarantee amount is accumulated for 12 consecutive months;
According to the calculation principle, the amount of a single guarantee exceeding the company's latest audited total assets (V) exceeds 30% of the company's latest audited total assets; Audit the guarantee of 10% of the net assets;
(V) guarantee for related parties (VI) guarantee for shareholders, actual controllers and their related parties (VI) guarantee provided by Shanghai Stock Exchange or the articles of association.
Other guarantees. The above-mentioned external guarantee matters to be considered by the general meeting of shareholders and the above-mentioned external guarantee matters to be considered by the general meeting of shareholders must be considered and approved by the board of directors before they can be submitted to the general meeting of shareholders for consideration. When the board of Directors considers the guarantee matters, it shall, in addition to the general meeting. When the board of directors deliberates on the guarantee, it shall not only be approved by more than half of all directors, but also be deliberated and agreed by more than two-thirds of the directors attending the board meeting and more than two-thirds of the directors attending the board meeting. Meaning.
When the general meeting of shareholders deliberates the guarantee matters in Item (IV) of the preceding paragraph, the general meeting of shareholders deliberates the guarantee matters in Item (III) of the preceding paragraph, it shall be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting. More than two thirds passed.
...... ......
Where a listed company provides a guarantee for a wholly-owned subsidiary, or the company provides a guarantee for a wholly-owned subsidiary, or provides a guarantee for a holding subsidiary and other holding subsidiaries of a holding subsidiary, and other shareholders of a holding subsidiary provide the same proportion of guarantee according to their rights and interests, provide the same proportion of guarantee without prejudice to their rights and interests, and do not damage the interests of a public hazard listed company, If the interests of the first division of this article can be exempted, the provisions of items 1, 4, 5 to 3 of this article can be exempted. Item.
Article 51 Article 52
If the board of supervisors agrees to convene an extraordinary general meeting of shareholders, it shall, if the board of supervisors agrees to convene an extraordinary general meeting of shareholders, send a notice of convening the general meeting of shareholders within 5 days after receiving the request, and send a notice of convening the general meeting of shareholders within 5 days after receiving the request. Any change to the original proposal in the notice shall be subject to the approval of the relevant shareholders, and the change to the original request in the notice shall be subject to the approval of the relevant shareholders
Consent of Consent of
Article 52 If the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own, they shall notify the board of directors in writing. At the same time, if they decide to convene the general meeting of shareholders, they shall notify the board of directors in writing. At the same time, they shall file with the dispatched office of the CSRC and the stock exchange where the company is located.
Filed by. Before the announcement of the resolution of the general meeting of shareholders, convene shareholders to hold shares. Before the announcement of the resolution of the general meeting of shareholders, the shareholding ratio of convening shareholders shall not be less than 10%.
The proportion shall not be less than 10%. The convening shareholders shall submit relevant supporting materials to the local offices of the CSRC and 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, and to the company's knowledge and the announcement of the resolution of the general meeting of shareholders. Relevant supporting materials.
Article 53 for the shareholders' meeting convened by the board of supervisors or shareholders on their own article 54 for the shareholders' meeting convened by the board of supervisors or shareholders on their own, the board of directors and the Secretary of the board of directors shall convene the shareholders' meeting, and the board of directors and the Secretary of the board of directors shall cooperate. The board of directors shall provide the names of shareholders on the date of equity registration. The board of directors will provide the register of shareholders on the equity registration date. Book.
Article 58 the notice of the general meeting of shareholders includes the following contents Article 59 the notice of the general meeting of shareholders includes the following contents:
...... ......
(V) name and telephone number of permanent contact person for conference affairs. (V) name and telephone number of permanent contact person for conference affairs;
...... (VI) voting time and table by network or other means
