Securities code: Kede Numerical Control Co.Ltd(688305) securities abbreviation: Kede Numerical Control Co.Ltd(688305) Announcement No.: 2022025
Kede Numerical Control Co.Ltd(688305)
Announcement on Amending Kede Numerical Control Co.Ltd(688305) articles of Association
The board of directors and all directors of the company guarantee that there are no false records and misleading statements in the contents of this announcement
Or major omissions, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Kede Numerical Control Co.Ltd(688305) (hereinafter referred to as "the company") held the second meeting on April 7, 2022
At the 22nd Meeting of the th session of the board of directors, the "on Amending the Kede Numerical Control Co.Ltd(688305) articles of association" was deliberated and adopted
To amend some provisions of the articles of association, as follows:
Serial number before revision after revision
Article 29 the directors, supervisors and senior managers of the company, the directors, supervisors and senior managers of the company and the shareholders holding more than 5% of the shares of the company shall sell the shares of the company held by the shareholders holding more than 5% of the shares of the company within 6 months after the purchase, Or buy the company's shares or other equity securities within 6 months after the sale, and the resulting income belongs to the company. If the company sells them within this month or buys them within 6 months after the sale, the board of directors of the company will recover the income. However, the income of the securities company belongs to the company, and the board of directors of the company will recover the income from holding more than 5% of the shares due to the exclusive sale of the remaining after-sales shares. However, there is no six-month time limit for the securities company to sell the stock due to the purchase and after-sales of underwriting. More than 5% of the shares are held by the remaining shares, except for other circumstances stipulated by the CSRC.
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Article 40 the general meeting of shareholders is the authority of the company, which shall be exercised according to law. Article 40 the general meeting of shareholders is the authority of the company and shall exercise the following functions and powers according to law:
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（16） Review the equity incentive plan; （16） Review the equity incentive plan and employee stock ownership plan; （17） Review laws, administrative regulations, departmental rules or (XVII) review other matters that shall be decided by the general meeting of shareholders in accordance with laws, administrative regulations, departmental rules or the articles of association. Other matters that shall be decided by the general meeting of shareholders in accordance with the procedures.
Article 79 shareholders (including shareholders' agents) shall exercise their voting rights with the number of voting shares they represent, the number of voting shares in each share list, and each share shall have one vote. Enjoy one vote.
When the general meeting of shareholders deliberates on major matters affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors shall be counted separately. When the votes are counted separately, the votes of small and medium-sized investors shall be counted separately. The results of separate vote counting shall be disclosed in a timely manner. The results shall be disclosed in a timely manner.
The shares of the company held by the company have no voting rights, and the shares of the company held by this part of the company have no voting rights, and this part of the shares are not included in the total number of shares with voting rights attending the general meeting of shareholders. Shares are not included in the total number of voting shares attending the general meeting of shareholders.
If the board of directors, independent directors and shareholders holding more than 1% of the company's voting shares violate the provisions of Article 1 of the securities law, or the shareholders who have the right to vote shares in accordance with the provisions of laws, administrative regulations or the first and second paragraphs of Article 63 of the state Council, the shares of the investor protection regulations established in excess of the provisions of the securities regulatory authority of the State Council shall not be protected within 36 months after the purchase, As a soliciter, it can exercise the voting rights by itself or entrust the securities minister, which is not included in the total number of proxy shares entrusted by the shareholders of the company and securities service institutions that have the right to vote at the general meeting of shareholders.
To attend the general meeting of shareholders and exercise the rights of proposal, voting and other rights of the board of directors, independent directors and shareholders holding more than 1% of the shares. Where the rights of shareholders are solicited in accordance with the provisions of the preceding paragraph, the shareholders who solicit shares with decision-making power or the Chinese party shall disclose the solicitation documents in accordance with laws, administrative regulations or the Chinese party, and the company shall cooperate. The investor protection institution established in accordance with the provisions of the CSRC may publicize the voting rights of shareholders, and shall fully disclose the specific voting rights to the person to be solicited and solicit the voting rights of shareholders. The solicitation of shareholders' voting rights shall provide information such as the intention to be solicited. It is prohibited to fully disclose information by means of paid voting or disguised voting. It is prohibited to collect shareholders' voting rights with compensation. The company shall not solicit shareholders' voting rights in the form of minimum or compensation in disguised form. In addition, the law stipulates that the shareholding ratio is limited. In addition, the company shall not put forward a minimum shareholding limit on the solicitation of voting rights.
Article 110 the board of directors shall exercise the following functions and powers: Article 110 the board of directors shall exercise the following functions and powers:
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(VIII) decide on the company's external investment within the scope authorized by the general meeting of shareholders (VIII) decide on the company's external investment, acquisition and sale of assets, asset mortgage, external guarantee, capital, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, related party transactions, etc. within the scope authorized by the general meeting of shareholders; Entrusted financial management, related party transactions, external donations and other matters;
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（10） Appoint or dismiss the general manager and Secretary of the board of directors of the company (x) decide to appoint or dismiss the general manager and Secretary of the board of directors of the company; According to the nomination of the general manager, appoint or dismiss the deputy general manager and other senior managers of the company, decide on their remuneration, reward managers, chief financial officer and other senior managers, and decide on their remuneration and punishment; Decide on the appointment or dismissal, rewards and punishments according to the nomination of the general manager; The company's deputy general manager, chief financial officer and other senior managers, and decide on their remuneration, rewards and punishments;
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Article 113 the board of directors shall determine the authority of external investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted purchase and sale of assets, asset mortgage, external guarantee, entrusted financial management and related party transactions, and establish the authority of strict examination and decision-making, related party transactions and external donation, Establish strict review procedures; For major investment projects, relevant experts and professionals shall be organized to conduct investigation and decision-making procedures; Major investment projects shall be reviewed by relevant experts and reported to the general meeting of shareholders for approval.
Review by experts and professionals and report to the general meeting of shareholders for approval. Among them, if the transactions of the company (except the provision of guarantee) reach one of the following standards when the company conducts daily connected transactions with connected persons, the board of directors shall review and reasonably estimate the annual amount of daily connected transactions according to the type and type, and disclose them when performing the review: procedure and disclosure; If the actual execution exceeds the expected amount, the review procedure shall be re performed and disclosed according to (I) the total amount of assets involved in the transaction (at the same time, the book value exceeds the amount).
Value and assessed value, whichever is higher, accounting for the most recent period of the company
More than 10% of the total assets audited;
(II) the transaction amount accounts for 10% of the market value of the company
above;
(III) the latest accounting of the subject matter of the transaction (such as equity)
The annual net assets account for more than 10% of the market value of the company;
(IV) the latest accounting of the subject matter of the transaction (such as equity)
The relevant operating income of the year accounts for the most recent fiscal year of the company
More than 10% of the audited operating income and more than 10 million yuan;
(V) the profit generated from the transaction accounts for the most recent meeting of the company
More than 10% of the annual audited net profit and more than 1 million
Yuan;
(VI) the latest accounting year of the subject matter of the transaction (such as equity)
The proportion of the net profit related to the degree in the most recent fiscal year of the company
More than 10% of the calculated net profit and more than 1 million yuan;
(VII) transactions within the daily business scope of the company,
The transaction amount accounts for 50% of the company's latest audited total assets
And the absolute amount exceeds 100 million yuan;
(VIII) transactions within the daily business scope of the company,
Proportion of transaction amount in the audited business of the company in the latest fiscal year
More than 50% of revenue or operating cost, and more than 100 million yuan;
(IX) transactions within the daily business scope of the company,
The total profit expected from the transaction accounts for the most recent accounting period of the company
More than 50% of the annual audited net profit and more than 5 million yuan;
(x) other assets, liabilities and rights that may affect the company
Daily profit and operating results of the company that have a significant impact
Transactions within the scope of business.
Transactions between the company and related parties (except for providing guarantee)
If one of the following standards is met, it shall be disclosed in time:
(I) the transaction amount with related natural persons is 30
Transactions of more than 10000 yuan;
(II) the transaction amount with affiliated legal persons accounts for
The company's latest audited total assets or market value of more than 0.1%
Transaction, and more than 3 million yuan.
When the company conducts daily related party transactions with related parties, it can
The estimated amount of daily related party transactions shall be reviewed according to the expected annual amount
Discuss procedures and disclose; If the actual execution exceeds the expected amount, it shall
Re perform the review procedures and disclose the excess amount.
Article 136 the controlling shareholder and actual controller of the company Article 136 the person who holds other administrative positions except directors and supervisors in the controlling shareholder and actual controller unit of the company, and the person who holds other administrative positions except directors and supervisors in the unit shall not serve as the senior management of the company. He shall not serve as a senior manager of the company.
The company's senior managers are only paid in the company and are not paid by the controlling shareholder.
7 new article 144 senior managers of the company shall faithfully perform their duties and safeguard the best interests of the company and all shareholders. If the company's senior managers fail to faithfully perform their duties or violate the obligation of good faith, resulting in damage to the interests of the company and public shareholders, they shall be liable for compensation according to law.
Article 149 supervisors shall guarantee the information disclosed by the company Article 150 supervisors shall ensure that the information disclosed by the company is true, accurate and complete. Truthful, accurate and complete, and sign a written confirmation for the periodic report
