Securities code: Guangdong Lyric Robot Automation Co.Ltd(688499) securities abbreviation: Guangdong Lyric Robot Automation Co.Ltd(688499) Announcement No.: 2022025 Guangdong Lyric Robot Automation Co.Ltd(688499) about change
The company's business scope and the announcement of amending the articles of association 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 in accordance with the law.
The proposal on the change of the company's business scope (hereinafter referred to as "the proposal on the change of the company's business scope") was reviewed and approved at the 9th general meeting of the board of directors and the second meeting of the board of directors on July 20299, and the following proposal on the change of the company's business scope was submitted
In order to thoroughly implement the management provisions of the regulations of the people's Republic of China on the administration of market subject registration and the regulations of the people's Republic of China on optimizing the business environment, and implement the requirements of the market supervision department on the standardization of business scope registration, combined with the actual business situation of the company, the company plans to adjust the business scope of the company. The details are as follows:
Original business scope:
Design, production and sales: precision automation equipment, industrial Siasun Robot&Automation Co.Ltd(300024) , mold (excluding electroplating and casting processes); Import and export of goods; Technology import and export; Sales: mask raw materials and accessories; House leasing; Equipment leasing; estate management; Parking service; Human resources services (excluding professional intermediary activities and labor dispatch services); Business training (excluding education training, vocational skill training and other training requiring permission); Education and teaching testing and evaluation activities; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Adjusted business scope:
Industrial Siasun Robot&Automation Co.Ltd(300024) manufacturing; Industrial Siasun Robot&Automation Co.Ltd(300024) installation and maintenance; Industrial Siasun Robot&Automation Co.Ltd(300024) sales; Industrial design services; Professional design services; Intelligent basic manufacturing equipment manufacturing; Sales of intelligent basic manufacturing equipment; Mold manufacturing; Mold sales; Machining of mechanical parts and components; Sales of mechanical parts and components; Intelligent control system integration; Sales of mechanical equipment; General parts manufacturing; House leasing; Equipment leasing; estate management; Parking service; Import and export of goods; Technology import and export; Human resources services (excluding professional intermediary activities and labor dispatch services); Business training (excluding education training, vocational skill training and other training requiring permission); Education and teaching testing and evaluation activities; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
The business scope of the company after this change is finally subject to the contents approved by the industrial and commercial registration authority.
2、 Amendment of some provisions of the articles of Association
The Guangdong Lyric Robot Automation Co.Ltd(688499) articles of Association (hereinafter referred to as the "articles of association") is proposed to be amended as follows in accordance with the provisions of laws, regulations and normative documents such as the guidelines for the articles of association of listed companies, the Listing Rules of the science and Innovation Board of Shanghai Stock exchange and the adjustment of the company's business scope:
Serial No. articles of the original articles of association and articles of the revised articles of Association
Article 12 the company shall, in accordance with the articles of association of the Communist Party of China
It is stipulated that the Communist Party should be established to organize and carry out party activities.
The company provides necessary conditions for the activities of the party organization.
Article 13 the business scope of the company shall be upon registration according to Law Article 14 the business scope of the company shall be upon registration according to law
"Design, production and sales": precision automation: "industrial Siasun Robot&Automation Co.Ltd(300024) manufacturing; industrial Siasun Robot&Automation Co.Ltd(300024) installation, chemical equipment, industrial Siasun Robot&Automation Co.Ltd(300024) and mould (excluding electric maintenance); industrial Siasun Robot&Automation Co.Ltd(300024) sales; industrial design services;
Plating and casting process); Import and export of goods; Technical design services; Intelligent basic manufacturing equipment manufacturing;
Import and export; Sales: mask raw materials and accessories; Sales of intelligent basic manufacturing equipment; Mold manufacturing; mould
House leasing; Equipment leasing; estate management; Parking sales; Machining of mechanical parts and components; Mechanical parts, field service; Human resources services (excluding professional intermediary parts sales; intelligent control system integration; mechanical equipment)
Activities, labor dispatch services); Business training (unprepared sales; general parts manufacturing; house leasing; equipment
2. Including education and training, vocational skill training, etc., which need to obtain a permitted lease; estate management; Parking service; Goods in
Acceptable training); Education and teaching testing and evaluation activities; Export Technology import and export; Human resources services (excluding
Technical services, technical development, technical consultation, technical career intermediary activities and labor dispatch services); Business training
Exchange, technology transfer and technology promotion. (training required by law (excluding education and training, vocational skill training, etc.)
For the approved projects, the licensed training can be obtained only after the approval of relevant departments); Education and teaching detection and evaluation activities
Carry out business activities; Technical service, technical development, technical consultation and technical cooperation
Technology exchange, technology transfer and technology promotion. (required by law)
Approved projects can only be started after being approved by relevant departments
(business activities)
Article 29 directors, supervisors and senior managers of the company Article 30 directors, supervisors and senior managers of the company
Managers, shareholders holding more than 5% of the company's shares and shareholders holding more than 5% of the company's shares will
East, after buying the company's shares held by it, 6 the company's shares held by it or other equity
Securities sold within months, or pledged within 6 months after sale, sold within 6 months after purchase, or sold
If you buy, the income from this will belong to the company. If you buy again within 6 months after the public announcement, the income from this will belong to the company
3. The board of directors of the company shall recover its income.
However, the board of directors of the company shall recover its income. A securities company purchases the remaining stocks after the package sale, but a securities company purchases the remaining stocks after the package sale
Those who hold more than 5% of the shares, and those who hold more than 5% of the shares of the Securities Regulatory Commission of the State Council, as well as the Securities Regulatory Commission of the State Council
Except for other circumstances stipulated by the regulatory authority. Except for other circumstances stipulated by the supervision and administration authority.
The directors, supervisors and senior managers referred to in the preceding paragraph and the directors, supervisors and senior managers referred to in the preceding paragraph
Stocks held by natural person shareholders or other stocks held by natural person shareholders or other securities with equity nature, including their spouses, parents and pledged securities, including stocks held by their spouses, parents and children and held by their children and using other people's accounts, as well as stocks held by other people's accounts or other stocks or other securities with equity nature. Securities with equity nature.
If the board of directors of the company fails to implement the provisions of paragraph 1, the board of directors of the company fails to implement the provisions of paragraph 1 of this article
Shareholders have the right to require the board of directors to implement within 30 days. In case of public, 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, or the board of directors of the shareholder 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 interests of the company. Bring a lawsuit in the people's court.
If the board of directors of the company fails to comply with the provisions of paragraph 1 of this article, the directors responsible shall bear joint and several liability according to law, and the directors responsible shall bear joint and several liability according to law. Responsibility.
Article 41 the general meeting of shareholders is the power of the company. Article 42 the general meeting of shareholders is the power of the company
Institutions shall exercise the following functions and powers according to law: institutions shall exercise the following functions and powers according to law:
(I) decide on the company's business policy and investment plan (I) decide on the company's business policy and investment plan; Draw; (II) elect and replace directors who are not staff representatives; (II) elect and replace directors and supervisors who are not staff representatives, decide on the remuneration of relevant directors and supervisors, and decide on the reports 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; (V) review and approve the company's annual financial budget plan, (V) review and approve the company's annual financial budget and final settlement plan;
Project and final settlement plan; (VI) review and approve the company's profit distribution plan and (VI) review and approve the company's profit distribution plan and loss compensation plan;
4. 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;
Issue resolutions; (VIII) make resolutions on the issuance of corporate bonds;
(VIII) make resolutions on the issuance of corporate bonds; (IX) to make resolutions on the merger, division, dissolution and liquidation of the company or (IX) to change the form of the company for the merger, division, dissolution and liquidation of the company;
Or make a resolution on changing the form of the company; (x) amend the articles of Association;
(x) amend the articles of Association; （11） (11) to make resolutions on the employment and dismissal of accounting firms by the company;
Resolutions made; （12） Review and approve the provisions of Article 45 of the articles of Association (12) review and approve the guarantee matters specified in Article 44 of the articles of Association;
Guarantee matters stipulated; （13） Review of the purchase and sale of the company within one year (XIII) review of the purchase and sale of large assets by the company within one year exceeding the latest audited total assets of the company
Major assets exceeding 30% of the total audited value of the company in the latest period;
30% of 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 and employee stock ownership; Draw;
（15） Review the equity incentive plan; （16） Review laws, administrative regulations, departmental rules, (XVI) review normative documents of laws, administrative regulations, departmental rules or other matters that shall be decided by shareholders in accordance with the chapter of the general meeting of shareholders, normative documents or the articles of association.
Other matters decided by the general assembly. The functions and powers of the above general meeting of shareholders shall not be exercised by the board of directors or other institutions and individuals in the form of authorization.
Article 44 the following external guarantees of the company and Article 45 the following external guarantees of the company shall be submitted to the general meeting of shareholders after being deliberated and approved by the board of directors. After being deliberated and approved by the board of directors, they shall be submitted to the general meeting of shareholders for deliberation: (I) the amount of a single guarantee exceeds 10% of the company's latest calculated net assets;
Audit the guarantee of 10% of net assets; (II) external guarantee of the company and its holding subsidiaries (II) the external guarantee amount of the head office and its holding subsidiaries exceeds the audited net assets of the company in the latest period
Any guarantee provided after the total amount exceeds 50% of the company's latest audited net assets;
Any guarantee provided after 50% of; (III) guarantee objects with asset liability ratio exceeding 70% (III) guarantee provided by guarantee pairs with asset liability ratio exceeding 70%;
5. Guarantee provided by the bank; (IV) the guarantee amount shall be calculated cumulatively for 12 consecutive months (IV) the guarantee amount shall be calculated cumulatively for 12 consecutive months, exceeding the calculation principle of the company's latest audited total assets and 30% of the company's latest audited total assets;
30% of the property; (V) the total amount of the company's external guarantees exceeds the amount of the last (V) guarantee to shareholders and actual controlling shareholders
