Securities code: Hangzhou Prevail Optoelectronic Equipment Co.Ltd(300710) securities abbreviation: Hangzhou Prevail Optoelectronic Equipment Co.Ltd(300710) Announcement No.: 2022029
Hangzhou Prevail Optoelectronic Equipment Co.Ltd(300710)
Announcement on Amending the articles of Association
The company and all members of the board of directors guarantee that the content of information disclosure is true, accurate, complete and non-existent
False records, misleading statements or material omissions.
Hangzhou Prevail Optoelectronic Equipment Co.Ltd(300710) (hereinafter referred to as “the company”) on April 6, 2022
The 15th meeting of the 4th board of directors was held. The proposal on Amending the articles of association was deliberated and adopted at the meeting. The relevant information is hereby announced as follows:
1、 Details of amending the articles of Association
According to the newly revised laws and regulations related to the supervision and administration of listed companies and the guidelines for the articles of association of listed companies (revised in 2022), in order to further standardize the company’s operation and improve the level of corporate governance, combined with the actual situation of the company, the company plans to revise the relevant provisions of the articles of association. The details are as follows:
The content of the original clause and the content of the modified clause
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.
Under the following circumstances, the company may purchase its own shares in accordance with laws and regulations. However, except for one of the following political and legal regulations, departmental rules and the articles of association:
Purchase of shares of the company: (1) reduce the registered capital of the company;
（1） Reduce the registered capital of the company; （2） Merger with other companies holding shares of the company; （2） Merger with other companies holding shares of the company; （3） Use shares for employee stock ownership plan or equity (3) use shares for employee stock ownership plan or equity incentive;
Article 24 incentive; （4） (4) the shareholders request the company to purchase its shares due to their objection to the company’s merger and division resolution made at the shareholders’ meeting, and the shareholders request the company to purchase its shares due to their objection to the company’s merger and division resolution made at the shareholders’ meeting;
of （5） Converting shares into convertible bonds issued by the company (5) converting shares into convertible bonds issued by the company;
Corporate bonds that are shares; （6） What the company needs to safeguard the company’s value and shareholders’ rights and interests (6) what the company needs to safeguard the company’s value and shareholders’ rights and interests.
Required.
Except for the above circumstances, the company shall not acquire shares of the company
Copies.
The directors, supervisors and senior managers of the company shall report the shares of the company and their changes to the company. The company shall report the shares of the company and their changes to the company. During the term of office, the company shall report the shares of the company and their changes through centralized bidding and general situation every year, and during the term of office, through centralized bidding, block trading The shares transferred by agreement transfer and other means shall not exceed 25% of the total number of shares in the company held by them, 25% of the total number of shares in the company held by them due to judicial enforcement, inheritance, legacy and legal division, except for the change of shares due to judicial enforcement, inheritance, legacy and property. Except for the change of shares caused by the division of property according to law. Article 30 the shares of the company held by the directors, supervisors and senior managers of the company shall not be transferred under the following circumstances: the shares of the company shall not be transferred under the following circumstances:
（1） Within one year from the date of listing and trading of the company’s shares; （1） Within one year from the date of listing and trading of the company’s shares; （2） Half a year after the resignation of directors, supervisors and senior managers (2) within half a year after the resignation of directors, supervisors and senior managers; Within the year;
（3） (3) directors, supervisors and senior managers promise not to transfer within a certain period of time and within that period; Not transferred within the time limit and within the time limit;
（4） (4) other circumstances prescribed by laws, regulations, CSRC and stock exchanges. Other circumstances specified
Article 31 directors, supervisors and senior managers of the company Article 32 directors, supervisors and senior managers of the company and shareholders holding more than 5% of the shares of the company sell their members and shareholders holding more than 5% of the shares of the company within 6 months after they buy the shares of the company, and their shares or other shares of the company with the nature of equity or buy them again within 6 months after they sell them, The securities thus obtained shall be sold within 6 months after the purchase, or the proceeds from the sale shall be owned by the company. The board of directors of the company will buy them again within 6 months after the withdrawal, and the proceeds from this shall be returned to the public income. However, if the securities company purchases the ownership of the after-sales department due to underwriting, the board of directors of the company will recover its income. If the remaining shares hold more than 5% of the shares, they shall be sold. However, the time limit of six months is not limited for the securities company to purchase the after-sales remaining shares due to the purchase of underwriting.
If the board of directors of a Chinese company does not comply with the provisions of the preceding paragraph, except under other circumstances prescribed by the CSRC.
Have the right to require the board of directors to implement within 30 days. If the directors, supervisors and senior managers referred to in the preceding paragraph of the company’s board of directors fail to implement within the above-mentioned period since the 31st board of directors, the shareholders have the right to file a lawsuit for the shares held by the natural shareholders or other securities with equity interests that affect the interests of the company in their own name directly to the people’s nature, including their spouses, parents and children. Some and the shares held in other people’s accounts or the company’s board of directors does not implement the provisions of paragraph 1, he has equity securities.
The responsible directors shall be jointly and severally liable according to law. 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. If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people’s court in their own name for the benefit of the company.
If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, the responsible directors shall bear joint and several liabilities according to law.
Article 42 the general meeting of shareholders shall exercise the following functions and powers according to law:
Article 1 to decide on the company’s business policy and investment plan; （1） Decide on the company’s business policy and investment plan; （2） Election and replacement of directors not held by employee representatives (2) election and replacement of directors and supervisors not held by employee representatives, determination of remuneration of relevant directors and supervisors, and determination of remuneration of relevant directors and supervisors
Item; Item;
（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; (5) review and approve the company’s annual financial budget plan and final settlement plan; Final settlement plan;
（6） Review and approve the company’s profit distribution plan and (VI) review and approve the company’s profit distribution plan and loss recovery plan; Loss covering plan;
（7） (7) to make resolutions on the increase or decrease of the company’s registered capital; Resolutions;
（8） Make resolutions on the issuance of corporate bonds; （8） Make resolutions on the issuance of corporate bonds;
（9） Make resolutions on the merger, division, dissolution and liquidation of the company or (9) make resolutions on the merger, division, dissolution, liquidation or change of company form of the company; Make a resolution on changing the form of the company;
（10） Amend the articles of Association; （10） Amend the articles of Association;
（11） (11) to make resolutions on the employment and dismissal of accounting firms by the company; Issue resolutions;
（12） Review and approve the provisions of Article 43 (12) of the articles of Association; review and approve the transactions specified in Article 44 of the articles of Association; Transaction matters;
（13） Review the purchase and sale of major assets by the company within one year (XIII) review the matters that the purchase and sale of major assets by the company within one year exceeds 30% of the total assets of the company in the latest audited consolidated statements; 30% of total assets;
（14） Review and approve the change of the purpose of the raised funds; （14） Review and approve the change of the purpose of the raised funds; （15） Review the equity incentive plan; （15） Review the equity incentive plan and employee stock ownership plan (16) review the plans of the company due to Article 24 of the articles of Association;
(16) to review the company’s shares due to Article 25 of the articles of association under the circumstances specified in items (I) and (II) of paragraph 1; In the circumstances specified in items (I) and (II) of paragraph 1, purchase and review the shares of the company in accordance with laws, administrative regulations, departmental rules or the articles of Association;
Other items that shall be decided by the general meeting of shareholders. Review laws, administrative regulations, departmental rules or this chapter
