Fujian Rongji Software Co.Ltd(002474)
Amendment to the articles of Association
1、 Through deliberation and voting at the 16th meeting of the 5th board of directors of Fujian Rongji Software Co.Ltd(002474) (hereinafter referred to as “the company”), relevant provisions in the articles of association are amended as follows:
Serial number before revision after revision
In view of the addition of Article 12, Article 12 is added to the articles of association:
The serial numbers of subsequent clauses shall be postponed accordingly. Article 12 the company shall establish a Communist Party to organize and carry out party activities in accordance with the provisions of the 1 articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Article 17 the shares issued by the company and the shares issued by the company in Article 18 shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. The company (hereinafter referred to as “securities registration and settlement institution”) shall be centrally deposited.
Article 21 the company shall operate and develop according to the needs of operation and development, in accordance with the provisions of laws and regulations, the needs of economic development, and in accordance with the provisions of laws and regulations, the following resolutions may be adopted by the general meeting of shareholders, and the capital may be increased in the following ways:
(I) public offering of shares; (I) public issuance of shares;
(II) non public offering of shares; (II) non public offering of shares;
(III) distribute bonus shares to existing shareholders; (III) distribute bonus shares to existing shareholders;
(IV) increase the share capital with the accumulation fund; (IV) increase the share capital with the accumulation fund;
(V) other methods prescribed by laws and administrative regulations, as well as the provisions of Chinese (V) laws and administrative regulations and approved by the China securities regulatory department. Other methods approved by the CSRC.
Article 23 under the following circumstances, Article 24 the company shall not purchase the shares that the company may purchase in accordance with laws, administrative regulations, departmental rules and the company. However, in any of the following circumstances, except
In accordance with the provisions of the articles of association, the acquisition of shares of the company:
(I) reduce the registered capital of the company; (I) reduce the registered capital of the company;
(II) merge with other companies holding shares of the company (II) merge with other companies holding shares of the company; Merger of companies;
(III) use shares for ESOP or (III) use shares for ESOP or equity incentive; Equity incentive;
(IV) the shareholders request the company to acquire its shares because they disagree with the company’s merger and division resolution made at the general meeting of shareholders (IV) the shareholders request the company to take over the company because they disagree with the company’s merger and division resolution made at the general meeting of shareholders; Purchase its shares;
(V) use the shares for the conversion of listed companies; (V) use the shares for the conversion of corporate bonds convertible into shares issued by listed companies; Corporate bonds convertible into shares;
(VI) the company is necessary to maintain the company’s value and shareholders’ equity. (VI) the company is necessary to maintain the company’s value and shareholders’ equity. Required for equity.
Except for the above circumstances, the company shall not acquire the company
Company shares.
Article 24 the company may purchase its own shares Article 25 the company may purchase its own shares through public centralized trading, or by shares, or through public centralized trading, or by laws and regulations and other laws and regulations recognized by the CSRC and other methods recognized by the CSRC. Method.
Where a company purchases its own shares, it shall purchase its own shares in accordance with 5 the provisions of the securities law of the people’s Republic of China. Where a company purchases its own shares, it shall perform the obligation of information disclosure in accordance with the provisions of the securities law of the people’s Republic of China. Information disclosure obligations. If the company purchases its own shares due to the circumstances specified in Item (VI) of Article 24 (III), item (III), item (V), item (V) and item (VI) of the articles of association, it shall purchase its own shares through public centralized trading, or through public centralized trading.
that ‘s ok.
Article 25 Where the company purchases its shares due to the reasons in Article 2, Article 26, paragraph 1 (I), (II) of Article 23 and (I) and (II) of Article 14 of the articles of association, it shall be approved by the shareholders. If the company purchases its shares, it shall be approved by the general meeting of shareholders
General Assembly resolutions. The company is deliberated in accordance with Article 23 of the articles of association. If the company purchases the shares of the company due to the reasons of items (III), (V), (VI), (V) and (VI) of paragraph (III) (I) of Article 24 of the articles of association, it shall purchase the shares of the company through three, and the resolution of the meeting of the board of directors attended by more than two-thirds of the directors shall be adopted by the meeting of the board of directors attended by more than two-thirds of the directors.
Discussion. According to the provisions of Article 24 of the articles of association, after the company purchases the shares of the company in accordance with the first paragraph of Article 23 of the articles of association, if it belongs to form (I) after purchasing the shares of the company in accordance with the provisions of paragraph (I), it shall be cancelled within 10 days from the date of acquisition; In the case of item, it shall be cancelled within 10 days from the date of acquisition if it belongs to items (II) and (IV); In the case of items (II) and (IV), it shall be transferred or cancelled within 6 months; If it belongs to the third form, it shall be transferred or cancelled within 6 months; If items (III), (V) and (VI) belong to items (III), (V) and (VI), and the total number of shares of the company held by the company is different, the total number of shares of the company held by the company may exceed 10% of the total issued shares of the company, which shall not exceed the total issued shares of the company, and shall be transferred or cancelled within 3 years.
10%, and shall be transferred or cancelled within 3 years.
Article 29 directors, supervisors and senior managers of the company Article 30 the company’s share level managers, shareholders holding more than 5% and more than 5% of the company’s shares, directors, supervisors and senior management shareholders, Sell the company’s shares held by them or the company’s shares or other equity securities held by their managers within 6 months after they buy them, or buy and sell them within 6 months after they sell them, or buy them within 6 months after they sell them, and the proceeds from this shall belong to the company, and the proceeds from this shall belong to the company by the board of directors of the company, The board of directors of the company will recover its income and disclose relevant information in time. However, the securities companies are in a bad situation due to 7. However, unless a securities company holds more than 5% of the remaining shares and holds more than 5% of the shares due to the exclusive purchase of the remaining after-sales shares, and has shares, as well as other circumstances stipulated by the securities regulatory authority under the State Council and the securities regulatory authority under the State Council.
Unless otherwise specified. The directors, supervisors and senior managers referred to in the preceding paragraph, the shares held by the directors, supervisors, senior managers and natural person shareholders referred to in the preceding paragraph, or the shares held by other persons and natural person shareholders or other equity securities, including their spouses, parents and equity securities, including their spouses, parents Shares held by children or by using other people’s accounts, shares held by children or by using other people’s accounts or other equity securities.
Notes or other securities with the nature of equity. If the board of directors of the company fails to act in accordance with the provisions of paragraph 1 and the board of directors of the company fails to act in accordance with the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to act within 30 days, and if the shareholders have the right to require the board of directors to act within 30 days. The board of directors of the company failed to execute the bank within the above-mentioned period. If the board of directors of the company fails to execute within the above-mentioned period, the shareholders have the right to file a lawsuit directly to the people’s court in their own name for the interests of the company.
Bring a lawsuit directly to the people’s court in the name of. If 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, and the responsible directors shall bear joint and several liabilities according to law.
Responsibility.
Article 40 the general meeting of shareholders is the power of the company Article 41 the general meeting of shareholders is the power organ of the company and exercises the following functions and powers according to law: the power organ exercises the following functions and powers according to law:
(I) decide on the company’s business policy and investment (I) decide on the company’s business policy and investment plan; Plan;
(II) elect and replace directors and supervisors who are not held by employee representatives; (II) elect and replace directors and supervisors who are not held by employee representatives, decide on the directors and supervisors held by relevant directors and supervisors, and decide on the remuneration of relevant directors and supervisors; Remuneration matters;
(III) review and approve the report of the board of directors; (III) review and approve the report of the board of directors; (IV) review and approve the report of the board of supervisors; (IV) review and approve the report of the board of supervisors;
8 (V) review and approve the company’s annual financial budget (V) review and approve the company’s annual financial budget plan and final settlement plan; Settlement plan and final settlement plan;
(VI) review and approve the company’s profit distribution formula (VI) review and approve the company’s profit distribution plan and loss recovery plan; Case and loss recovery plan;
(VII) make resolutions on the increase or decrease of the company’s registered capital (VII) make resolutions on the increase or decrease of the company’s registered capital; Make a resolution in this;
(VIII) make resolutions on the issuance of corporate bonds; (VIII) make resolutions on the issuance of corporate bonds; (IX) make resolutions on the merger, division and dissolution of the company; (IX) make resolutions on the merger, division, dissolution, liquidation or change of the company form; Make resolutions on liquidation or change of company form;
(x) amend the articles of Association; (x) amend the articles of Association;
（11） Hiring and dismissing accountants of the company (XI) hiring and dismissing accountants of the company
The firm makes a resolution; The firm makes a resolution;
（12） Deliberating and approving the provisions of Article 41 (12) deliberating and approving the guarantee matters specified in Article 42; Guarantee matters of the;
（13） (XIII) review the purchase and sale of major assets by the company within one year, which exceeds 30% of the company’s total audited assets in the latest period; Matters accounting for 30% of total assets;
（14） Deliberating and approving changes in the use of raised funds (14) deliberating and approving changes in the use of raised funds; Matters in transit;
（15） Review the equity incentive plan; （15） Review the equity incentive plan and employee (XVI) review and adjust or change the profit distribution shareholding plan;
Policy;
