Securities code: Shanghai Sk Automation Technology Co.Ltd(688155) securities abbreviation: Shanghai Sk Automation Technology Co.Ltd(688155) Announcement No.: 2022034 Shanghai Sk Automation Technology Co.Ltd(688155)
Announcement on Amending the articles of association and other corporate governance systems
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 according to law.
Shanghai Sk Automation Technology Co.Ltd(688155) (hereinafter referred to as “the company”) convened the 34th meeting of the second board of directors and the 27th meeting of the second board of supervisors on April 8, 2022, deliberated and adopted the proposal on Amending the articles of association and other corporate governance systems.
In accordance with 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 science and Innovation Board of Shanghai Stock Exchange and other laws, regulations and normative documents, and in combination with the actual situation of the company, The Shanghai Sk Automation Technology Co.Ltd(688155) articles of Association (hereinafter referred to as the “articles of association”) and the investor relations management system, the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors, the rules of procedure of the board of supervisors, the working system of independent directors, the management system of external guarantees, the decision-making system of connected transactions, the management system of foreign investment, the management measures of raised funds and the information disclosure system are proposed to be revised The code of conduct for controlling shareholders and actual controllers, the detailed rules for the implementation of the remuneration and assessment committee of the board of directors, the detailed rules for the implementation of the strategy committee of the board of directors, the detailed rules for the implementation of the audit committee of the board of directors, the detailed rules for the implementation of the nomination committee of the board of directors, the working system of the Secretary of the board of directors and the internal audit system were revised, And formulate the management system for directors, supervisors and senior managers to hold and buy and sell the company’s shares, the management system to prevent shareholders and their related parties from occupying the company’s funds, and the code of conduct for directors, supervisors and senior managers. The specific amendments to the articles of association are as follows:
Serial number before revision after revision
Article 4 registered name of the company: Shanghai Xianhui automatic article 4 registered name of the company:
Chinese name of Chemical Technology Co., Ltd.: Shanghai Xianhui Automation Technology Co., Ltd
English Name: Shanghai SK Automation Technology Co., Ltd
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 support for the activities of the party organization
Conditions.
Article 24 the company may purchase its own shares, and Article 25 the company may purchase its own shares by means of public centralized trading or by choosing one of the following methods:
Other methods approved by laws and regulations and the CSRC (I) centralized bidding trading in stock exchanges; conduct. (II) method of offer;
The company shall adopt other methods approved by the CSRC due to paragraph 1 (III) of Article 23 of the articles of association. Items 3 (III), (V) and (VI) where a company purchases its own shares, it shall purchase its own shares in accordance with the circumstances specified in the securities law. If a company purchases its own shares, it shall perform the obligation of information disclosure in accordance with the provisions of the securities law.
Through open centralized trading. In the case where the company’s share acquisition shall be carried out by means of items (V) and (III) of Article 24 of the articles of association.
Article 40 the general meeting of shareholders is the power organ 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:
(I) determine the company’s business policy and investment plan; (I) determine the company’s business policy and investment plan; (II) elect and replace directors and supervisors who are not staff representatives; (II) elect and replace directors and supervisors who are not staff representatives, decide on the directors and supervisors of 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;
(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; Plan and final settlement plan;
(VI) review and approve the company’s profit distribution plan (VI) review and approve the company’s profit distribution plan and loss recovery plan; 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 resolutions;
(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 change of the company (IX) make resolutions on the merger, division, change of corporate form, dissolution and liquidation of the company; Make resolutions on matters such as form, dissolution and liquidation; (x) amend the articles of Association; (x) amend the articles of Association;
（11） (11) make resolutions on the employment and dismissal of accounting firms by the company; Resolutions made by the office;
（12） (12) to examine and approve the guarantee matters specified in Article 42; Guarantee matters and the transaction matters purchased and sold by the company within one year according to paragraph 2 (13) of Article 110;
The sale of major assets exceeds 30% of the company’s total assets purchased and sold within one year after the latest audit (XIII); The sale of major assets exceeds 30% of the company’s total assets for the purpose of raising funds reviewed and approved by the audit (XIV) in the latest period;
matter; （14） Review and approve the change of the purpose of the raised funds (15) review the equity incentive plan; matter;
（16） Deliberating laws, administrative regulations and departments (XV) deliberating the equity incentive plan and the employee holding plan stipulated in the rules or the articles of association, which shall be approved by the general meeting of shareholders;
Other matters decided.
（16） Review and approve the proportion of the transaction amount between the company and related parties (except the provision of guarantee) in the company
Transactions with the latest audited total assets or market value of more than 1% and more than 30 million yuan.
（17） Review other matters that shall be decided by the general meeting of shareholders as stipulated by laws, administrative regulations, departmental rules or the articles of association.
Article 41 the following external guarantees of the company and Article 42 the following external guarantees of the company shall be deliberated and approved by the general meeting of shareholders:
(I) external guarantees of the company and its holding subsidiaries (I) any guarantee provided after the total amount of external guarantees of the company and its holding subsidiaries reaches or exceeds the total amount of guarantees audited in the latest period and reaches or exceeds 50% of the net assets audited in the latest period; protect;
(II) external guarantee of the company within 12 consecutive months (II) any guarantee provided after the total amount of external guarantee of the company in 12 consecutive months reaches or exceeds the latest audited total amount and reaches or exceeds 30% of the latest audited total assets; Any guarantee provided after 30% of the assets;
(III) guarantee for asset liability ratio exceeding 70% (III) the guarantee amount of the company within one year exceeds the guarantee provided by the public object; Thirty percent (IV) of the total audited assets of the company in the latest period exceeds the guarantee in the latest period;
Guarantee of 10% of net assets; (IV) guarantee for asset liability ratio exceeding 70% (V) guarantee for shareholders, actual controllers and their affiliated objects;
Guarantee provided by the party. (V) the amount of a single guarantee exceeds 10% of the latest audited net assets;
(VI) guarantee provided to shareholders, actual controllers and their related 5 parties.
(VII) other guarantees stipulated by the Shanghai Stock Exchange or the articles of association.
When the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers and their related parties, such shareholders or shareholders controlled by such actual controllers shall not participate in the voting, The voting shall be adopted by more than half of the voting rights held by other shareholders attending the general meeting of shareholders.
When the general meeting of shareholders deliberates the guarantee matters in items (II) and (III) of this article, it shall be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
If the company provides guarantee for a wholly-owned subsidiary, or provides guarantee for a holding subsidiary, and other shareholders of the holding subsidiary provide the same proportion of guarantee according to their rights and interests, which does not harm the interests of the company, it may be exempted from the application of items (I), (IV) and (IV) of this article (V).
Article 55 the notice of the general meeting of shareholders includes the following contents: Article 56 the notice of the general meeting of shareholders includes the following contents:
(I) time, place and duration of the meeting; (I) time and place of the meeting
