Securities Announcement No.: 3001
Announcement on Amending the articles of association and relevant systems
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.
Shenzhen Cotran New Material Co.Ltd(300731) (hereinafter referred to as “the company” and ” Shenzhen Cotran New Material Co.Ltd(300731) “) held the sixth meeting of the third board of directors and the fifth meeting of the third board of supervisors on April 8, 2022, deliberated and adopted the proposal on Amending the articles of association and relevant systems, and now the relevant information is announced as follows: I. reasons and basis for modification
In order to further improve the standard operation level of the company and improve the corporate governance structure, in accordance with the latest provisions of relevant laws, regulations and normative documents, such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the articles of Association of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, Combined with the actual situation of the company, this paper systematically combs and modifies the articles of association and relevant systems.
2、 Amendments to the articles of Association
The relevant provisions and specific amendments of the articles of association are as follows:
Contents of the articles of association before and after modification
Article 12 is added to Chapter I and subsequent articles. Article 12 the company shall set up 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 is organized by the Party group. Provide necessary conditions for organizing activities.
Article 32 shareholders of the company enjoy the following rights: Article 33 shareholders of the company enjoy the following rights:
(I) shareholders enjoy the right to income, and receive dividends and other forms of benefits according to their shares; (I) receive dividends and other forms of benefits according to their shares;
Distribution; (II) request, convene, preside over, participate in or appoint (II) shareholders to enjoy voting rights according to law, request and call shareholders’ agents to participate in the general meeting of shareholders according to law, and exercise the corresponding voting rights, preside over, participate in or appoint shareholders’ agents to participate;
Add the general meeting of shareholders and exercise the corresponding voting rights; (III) supervise the operation of the company and put forward suggestions or (III) shareholders have the right to participate and have the right to participate in the inquiry of the company; At the general meeting of shareholders, and discuss and vote on the major matters specified in Article 40 (IV) of the articles of association in accordance with laws, regulations and the articles of Association; Donating or pledging the shares it holds;
(IV) shareholders have the right to supervise the operation of the company (V) inspect the articles of association, the register of shareholders and the deposit of corporate bonds, and put forward suggestions or questions; Shareholders who individually or collectively hold more than 1% of the company’s shares in accordance with the minutes of the general meeting of shareholders, the resolutions of the board of directors and the supervisors may submit resolutions to the meeting of the board of directors and the company’s financial and accounting reports; (VI) when the company is terminated or liquidated, it shall be discussed according to the shares it holds; Share to participate in the distribution of the company’s remaining property;
(V) transfer, gift or pledge its shares in accordance with the provisions of laws, regulations and the articles of Association (VII) the company’s merger and division resolutions made at the general meeting of shareholders; Dissenting shareholders require the company to purchase their shares; (VI) shareholders have the right to know and obtain relevant information in accordance with laws, laws (VIII), administrative regulations, departmental rules or the provisions of the articles of association and the articles of association, including other rights as stipulated. Have the right to consult the articles of association, the register of shareholders, the stub of corporate bonds, the minutes of the general meeting of shareholders, the resolutions of the board of directors, the resolutions of the board of supervisors and the company’s financial and accounting reports; (VII) when the company is terminated or liquidated, participate in the distribution of the remaining property of the company according to its share of shares; (VIII) shareholders who disagree with the resolution on merger and division of the company made by the general meeting of shareholders require the company to purchase their shares; (IX) shareholders have the right to claim compensation. If the company, shareholders, directors, supervisors and senior managers violate the provisions of the articles of association and cause losses to other shareholders or the company, shareholders who individually or jointly hold more than 10% of the shares of the company have the right to require relevant responsible persons to compensate in accordance with the provisions of the articles of Association;
(x) other rights stipulated by laws, administrative regulations, departmental rules or the articles of association.
Article 34 resolutions of the general meeting of shareholders and the board of directors of the company Article 35 If the contents of resolutions of the general meeting of shareholders and the board of directors of the company violate laws and administrative regulations, and if the shareholders violate laws and administrative regulations, the shareholders have the right to request the people’s court to find them invalid. The court found it invalid.
The convening procedures and statements of the general meeting of shareholders and the board of directors, the controlling shareholders and actual controllers of the company shall not restrict or obstruct the way of resolution, violate laws, administrative regulations or the articles of association, and the small and medium-sized investors shall exercise their voting rights according to law, and shall not damage the company or the contents of the resolution. If the contents of the resolution violate the procedures of this chapter, the shareholders shall have the right to the legitimate rights and interests of the small and medium-sized investors. Request the court to revoke the convening procedures and voting methods of the people’s general meeting of shareholders and the board of directors within 60 days from the date of making the resolution. In case of violation of laws, administrative regulations or the articles of association, or the contents of the resolution violate the articles of association, the shareholders have the right to request the people’s court to revoke the resolution within 60 days from the date of making the resolution.
Article 39… Article 40
The controlling shareholders and actual controllers of the company have the obligation of good faith to the company and other shareholders of the company’s social security department Shareholders of public shares have the obligation of good faith
The company shall not directly or indirectly provide funds to controlling shareholders, actual controllers and other related parties in the following ways:
(I) advance wages, welfare, insurance, advertising and other expenses, bear costs and other expenses for the controlling shareholders, actual controllers and other related parties;
(II) lending the company’s funds to the controlling shareholders, actual controllers and other related parties with compensation or free of charge, except for the funds provided by other shareholders of the company participating in the company in the same proportion; (III) providing entrusted loans to controlling shareholders, actual controllers and other related parties through banks or non bank financial institutions; (IV) entrust controlling shareholders, actual controllers and other related parties to carry out investment activities;
(V) it is the controlling shareholder, actual controller and other related parties
Issue commercial acceptance bills without real transaction background, and provide funds in the form of advance payment when there is no consideration for goods and services or when it is obviously contrary to commercial logic; (VI) repay debts on behalf of controlling shareholders, actual controllers and other related parties;
(VII) other methods recognized by the CSRC.
The company shall conduct self-examination on its capital transactions and external guarantees with controlling shareholders, actual controllers and other related parties. For companies with problems of fund occupation and illegal guarantee, they should complete the rectification in time to safeguard the interests of the company and minority shareholders.
Article 40… Article 41
（19） … (XIX)
If the transactions disclosed by the company involve asset evaluation, the evaluation shall be disclosed in accordance with relevant regulations.
If the increase or decrease in the assessed value of the transaction subject matter involved in the transaction submitted to the general meeting of shareholders for deliberation is large or there is a large difference from the historical price, the company shall disclose in detail the reasons for the increase or decrease in value and the calculation process of the assessment results. The board of directors of the company shall express clear opinions on the selection and employment of the appraisal institution, the independence of the appraisal institution, and the rationality of the appraisal assumptions and conclusions. Independent directors shall express clear opinions on the procedures for selecting and appointing evaluation institutions, the competence of evaluation institutions, the independence of evaluation institutions, and the rationality of evaluation assumptions and conclusions.
Article 41… Article 41
The company provides guarantees for its holding subsidiaries. If there are a large number of guarantee agreements every year and it is difficult to submit each agreement to the board of directors or the general meeting of shareholders for deliberation, the company can guarantee that the asset liability ratio is more than 70% and the asset liability ratio is low
70% of the two types of subsidiaries respectively expect the total amount of new guarantee in the next 12 months and submit it to the general meeting of shareholders for deliberation. For the guarantee matters that should be submitted to the general meeting of shareholders for deliberation, when judging whether the asset liability ratio of the guaranteed exceeds 70%, the higher of the audited financial statements of the guaranteed in the latest year and the latest financial statements shall prevail.
……
The external guarantee examined and approved by the board of directors or the general meeting of shareholders of the company must be listed in the stock exchange
