Stock Code: Estun Automation Co.Ltd(002747) stock abbreviation: Estun Automation Co.Ltd(002747) Announcement No.: 2022014
Estun Automation Co.Ltd(002747)
Announcement on Amending 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 false records, misleading statements or major omissions.
Estun Automation Co.Ltd(002747) (hereinafter referred to as "the company") held the 18th meeting of the 4th board of directors on March 31, 2022, deliberated and adopted the proposal on Amending the articles of association. The details are as follows:
According to the company law of the people's Republic of China, the securities law of the people's Republic of China, the revised guidelines for the articles of association of listed companies (revised in 2022), the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other laws issued by China Securities Regulatory Commission and Shenzhen Stock Exchange in January 2022 Revise the articles of association, administrative regulations and relevant documents of the company. The comparison table of amendments to the articles of association is as follows:
No. original clause revised clause
Article 11 The term "other senior managers" as mentioned in the articles of association refers to Article 11. The term "other senior managers 1" as mentioned in the articles of association refers to the deputy general manager, the person in charge of Finance and the board of directors of the company, and refers to the deputy general manager, the chief financial officer and the Secretary of the directors of the company. Secretary of the board of directors.
[new] Article 12 the company shall establish a Communist Party to organize and carry out party activities in accordance with the provisions of the 2 articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Article 23 the company may act in accordance with this Law under the following circumstances:
Article 24 the company shall not purchase the shares of the company in accordance with laws, regulations and the articles of association. Copies: however, except under any of the following circumstances:
3 (Ⅰ)…… (Ⅰ)……
(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. Required.
Except for the above circumstances, the company does not buy or sell the company's shares
Activities.
No. original clause revised clause
Article 25 the company may purchase its own shares through Article 24. The company may choose to purchase its own shares through public centralized trading, or one of the following legal and administrative methods: regulations and other methods approved by the CSRC. (1) centralized bidding trading mode of stock exchange; The company's method of offer due to item (III) (II) of paragraph 1 of Article 24 of the articles of Association; (3) other methods approved by the CSRC. The acquisition of shares of the company shall be conducted through public centralized trading.
Article 25 the company is due to Article 23 of the articles of association
(I) purchasing shares of the company under the circumstances of item (II),
It shall be adopted by the resolution of the general meeting of shareholders; If the company purchases the shares of the company due to the circumstances specified in items (III), (V), (VI) (I) and (II) of Article 23 of Article 24 of the articles of association, the acquisition of the shares of the company shall be subject to three, and the resolution of the general meeting of shareholders shall be adopted; The company passed the resolutions of items (III), (V) and (III) of Article 24 of the articles of association due to the meeting of the board of directors attended by more than two-thirds of the directors. In the case of purchasing the company's shares under the circumstances specified in Item (VI), after the company purchases the company's shares in accordance with the provisions of Article 23, it shall be approved by the board of directors attended by more than two-thirds of the directors. In the case of item (I), it shall be adopted by resolution from the date of acquisition.
5. Cancellation within 10 days; For items (II) and (IV), the company purchases the company's shares in accordance with Article 24
Under any circumstances, it shall be transferred or cancelled within 6 months; If the acquisition falls under the circumstances of item (I), it shall be cancelled within 10 days from the date of acquisition under the circumstances of item (III), (V) and (VI); If the total number of shares held by the company under items (II) and (III) does not exceed that under item (IV), it shall transfer or exceed 10% of the total issued shares of the company within 6 months, and shall be cancelled within 3 years; It belongs to item (III), (V), internal transfer or cancellation. In the case of item (VI), if the company's total shares held by the company purchase the shares of the company, it shall perform the obligation of information disclosure in accordance with the provisions of the securities law that the number of shares of the company shall not exceed the total issued shares of the company.
The company shall account for 10% of the total amount due to article of the articles of association and shall be transferred or cancelled within 3 years.
Article 23, paragraph 1 (III), (V)
Where the company's shares are purchased under the circumstances specified in Item (VI),
It shall be conducted through open centralized trading.
Article 29 the directors, supervisors and senior managers of the company, Article 30 the directors, supervisors and senior managers of the company and the shareholders holding more than 5% of the shares of the company shall sell the shareholders holding more than 5% of the shares of the company or other equity securities within 6 months after buying the shares or other equity securities of the company, If the bonds are sold within 6 months after they are sold, or if they are bought within 6 months after they are sold, the proceeds will belong to the company. If they are bought within 6 months, the proceeds will belong to the company. The board of directors of the company will recover the proceeds. However, if the securities are owned, the board of directors of the company will recover its income. The company holds more than 5% of the remaining after-sales shares due to the exclusive sale, except for the securities company's purchase of the remaining after-sales shares due to the exclusive sale, and the holding of more than 5% of the shares according to the provisions of the securities regulatory authority under the State Council, as well as other circumstances regulated by the CSRC. Unless otherwise specified.
…… ……
If the board of directors of the company fails to comply with the provisions of paragraph 1, and the board of directors of the company fails to comply with the provisions of paragraph 1, the responsible directors shall bear joint and several liabilities according to law. The responsible directors shall be jointly and severally liable according to law.
No. original clause revised clause
Article 41 the general meeting of shareholders is the authority of the company. Article 40 the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law:
Exercise the following functions and powers:
... (12) review and approve the submission of Article 42 of the articles of Association; (12) review and approve the easy matters specified in Article 41 and the guarantee matters specified in Article 43 of the articles of Association; 7 guarantee matters
... (XVI) review the equity incentive plan and employee stock ownership plan (XVI) review the equity incentive plan; Draw;
…… ……
The company shall not be authorized by the board of directors or other companies, and the board of directors or its institutions and individuals shall not exercise the legal functions and powers of the general meeting of shareholders on behalf of the company. Other institutions and individuals shall exercise the legal functions and powers of the general meeting of shareholders on behalf of them.
[new] Article 42 if the transaction of the company meets one of the following standards, it shall be submitted to the general meeting of shareholders for deliberation:
(I) the total assets involved in the transaction account for more than 50% of the company's total assets audited in the latest period. If the total assets involved in the transaction have both book value and assessed value, the higher one shall prevail;
(II) the net assets involved in the subject matter of the transaction (such as equity) account for more than 50% of the company's latest audited net assets, and the absolute amount exceeds 50 million yuan. The net assets involved in the transaction have both book value and assessed value, Whichever is higher;
(III) the relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited operating income of the company in the latest fiscal year, and the 8 absolute amount exceeds 50 million yuan;
(IV) the net profit related to the subject matter of the transaction (such as equity) in the latest fiscal year accounts for more than 50% of the audited net profit of the company in the latest fiscal year, and it is absolute
