Comparison table before and after modification of Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) articles of Association
Before and after modification
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Sixth, the registered capital of the company is 82.4 million yuan. The registered capital of the company is 121532581 yuan.
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From the effective date, the articles of association of the company shall become a legally binding document regulating the organization and behavior of the company, the organization and behavior of the company and its shareholders, the rights and obligations between the company and its shareholders, the rights and obligations between the company and its shareholders, the rights and obligations between shareholders and its stakeholders, and the rights and obligations between the company, its shareholders, directors and shareholders, A document legally binding on the company, shareholders, directors, supervisors, senior supervisors and senior managers.
Article 10 legally binding documents for managers. According to the articles of association, shareholders can sue shareholders, and shareholders can sue articles of association. According to the articles of association, shareholders can sue shareholders, shareholders can sue directors, supervisors, general manager and other senior managers of the company, shareholders can sue directors, supervisors, general manager and other senior managers of the company, the company can sue shareholders, directors, supervisors and senior managers, and shareholders can sue the company, The general manager and other senior managers of the company.
To sue shareholders, directors, supervisors, general manager and other senior managers mentioned in the articles of association refers to the deputy general manager of the company
Senior management. Manager, chief financial officer and Secretary of the board of directors.
Article 10 the term "other senior managers" as mentioned in the articles of association refers to the company's Communist Party organization, the first deputy general manager, the chief financial officer and the Secretary of the board of Directors established in accordance with the provisions of the articles of association of the Communist Party of China. Carry out party activities. The company provides necessary conditions for the activities of the party organization.
After the initial public offering, the total number of shares of the company is
Article 182.4 million shares, all of which are RMB ordinary shares, of which the total number of shares of the company is 121532581. The capital structure of the company Article 9 shareholders before listing hold 61.8 million shares, accounting for 121532581 ordinary shares of the company, and there are no other types of shares.
75% of the total shares, 2060 shares held by the public
Million shares, accounting for 25% of the total shares of the company.
The company's directors, supervisors, senior managers, shareholders holding more than 5% of the company's shares, and the shareholders holding more than 5% of the company's shares sell the company's shares or other corporate shares held by them within 6 months after purchase, or sell equity securities within 6 months after purchase, Or buy again within 6 months after the sale, and the proceeds will belong to the principal. Buy again within 6 months after the sale, and the proceeds will belong to the company owned by the company. The board of directors of the company will recover its income, and the board of directors of the company will recover its income. However, securities are not profitable. However, securities companies buy after-sales surplus stocks due to underwriting, and companies buy after-sales surplus stocks due to underwriting and hold more than 5% shares
If the second stock holds more than 5% of the shares, it is not allowed to sell the shares, except under other circumstances stipulated by the CSRC.
Nineteen is subject to a six-month time limit. The directors, supervisors, senior managers and natural person shareholders mentioned in the preceding paragraph article where the board of directors of the company fails to implement the provisions of the preceding paragraph, the shares or other equity securities held by shareholders, including their right to require the board of directors to implement within 30 days. If the shares held by the spouse, parents and children of the company's directors or by using the account of others are not executed within the above-mentioned period, the shareholders have the right to vote or other equity securities.
If the interests of the company are directly brought to the people's court in its own name and the board of directors of the company fails to implement the provisions of paragraph 1 of this article, the shareholders have the right to bring a lawsuit. The right to require the board of directors to implement within 30 days. If the board of directors of the company fails to implement within the time limit specified in paragraph 1 above, the shareholders shall have the right to bear joint and several liabilities with their responsible directors in accordance with the law for the benefit of the company. Bring a lawsuit directly to the people's court in the name of.
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.
Shareholders of the company enjoy the following rights:
（1） Receive dividends according to the shares they hold
And other forms of benefit distribution;
（2） Request to convene, convene, preside over, participate in or
The shareholder shall appoint a shareholder's agent to attend the shareholders' meeting and exercise
Corresponding voting rights; Shareholders of the company enjoy the following rights:
（3） Request the people's court to revoke the resolutions of the board of directors and shareholders (I) to obtain dividends and other forms of the general meeting according to their shares; Distribution of benefits;
（4） Safeguard the legitimate rights and interests of the company or shareholders, and file a lawsuit in the people's Court of (II) requesting, convening, presiding over, participating in or appointing shareholders according to law; The proxy shall attend the general meeting of shareholders and exercise the corresponding voting rights;
(V) supervise the operation of the company, and (III) supervise the operation of the company, and put forward suggestions or questions; Suggestions or questions; (IV) transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association; and (VI) transfer, gift or pledge its shares in accordance with laws, regulations and the articles of Association;
12. Donating or pledging the shares held by it; (V) consult the articles of association, the register of shareholders, the stubs of corporate bonds and the articles of association. (VII) obtain the relevant information of the minutes of the eastern general meeting, the resolutions of the board of directors and the resolutions of the board of supervisors in accordance with laws, regulations and the articles of association, including the right to consult and copy: the company's resolutions, financial and accounting reports;
The articles of association, the register of shareholders, the shareholding information of the shareholder, and (VI) when the company is terminated or liquidated, the shareholder shall participate in the distribution of the remaining property of the company according to the shares held, the minutes of the meeting, the stubs of bonds, the resolutions of the board of directors;
Resolutions of the board of supervisors, the company's financial and accounting reports, and audit (VII) dissenting reports on the company's merger and division resolutions made by the general meeting of shareholders; The shareholders of the meeting require the company to acquire its shares;
（8） When the company is terminated or liquidated, it shall participate in the distribution of the remaining property of the company according to its share of Shares specified in (VIII) laws, administrative regulations, departmental rules or the articles of Association; Other rights.
（9） Resolutions on merger and division of the company made at the general meeting of shareholders
Shareholders who disagree have the right to require the company to purchase their shares
Copies;
（10） Laws, administrative regulations, departmental rules and the articles of Association
Other rights stipulated by.
The shareholders of the company shall undertake the following obligations: the shareholders of the company shall undertake the following obligations:
(I) abide by laws, administrative regulations and the articles of Association; (I) abide by laws, administrative regulations and the articles of Association;
（2） (2) to pay shares according to the shares they have subscribed for and the way they have become shareholders; (2) to pay shares according to the shares they have subscribed for and the way they have become shareholders;
Gold; （3） No withdrawal of shares shall be allowed except under the circumstances prescribed by laws and regulations;
Article 3 (3) except under the circumstances prescribed by laws and regulations, it shall not withdraw (4) it shall not abuse the rights of shareholders to damage the interests of the company or other shareholders; Benefits; No abuse of the independent status of the company's legal person and the limited liability of shareholders article (4) no abuse of shareholders' rights to damage the interests of the company or other creditors of the company; The shareholders of the company abuse the rights of shareholders to the interests of public shareholders; Shall not abuse the independent status of the company's legal person. If the company or other shareholders cause losses, they shall be liable for compensation and limited liability of shareholders according to law, and damage the interests of the creditors of the company; Ren.
If the shareholders of the company abuse their rights and cause losses to the company or other shareholders (V) that should be borne by laws, administrative regulations and the articles of association, they shall be liable for compensation according to law. Obligations.
If the shareholders of the company abuse the independent status of the company's legal person and the shareholders have limited liability, limit liability, evade debts, seriously damage the creditors of the company to evade debts and seriously damage the interests of the creditors of the company, they shall be jointly and severally liable for the debts of the company. The company is jointly and severally liable for its debts.
（5） The laws, administrative regulations and the articles of association shall bear
Other obligations.
The general meeting of shareholders is the power organ of the company. The general meeting of shareholders is the power organ of the company according to law. It exercises the following functions and powers according to law: (1) decide on the company's business policy and investment plan;
（1） Determine the company's business policy and investment plan
...... （9） (9) make resolutions on the transactions between the company and related persons (except for providing guarantees) (9) the related transactions between the company and related persons (except for the transactions with the amount of more than 30 million yuan obtained by the company and accounting for more than 5% of the absolute value of 1000 assets in the latest audited net cash assets of the company and providing guarantees);
More than 10000 yuan and accounting for the following major purchases or sales of assets reviewed and approved by the company's latest audited net assets (excluding the related party transactions with an absolute value of more than 5% of the purchase assets; the purchase of raw materials, fuels or power, or the sale of products, commodities and other assets related to the daily operation of the following major purchases or sales of assets) Foreign investment (including entrusted financial management, (excluding the purchase of raw materials, fuel or power, or investment in subsidiaries, except the establishment or capital increase of wholly-owned subsidiaries), sale of products, commodities and other assets related to daily operation), lease in or lease out assets, signing management contracts (including entrusted foreign investment (including entrusted financial management, investment in subsidiaries, etc.), operation, entrusted operation, etc.) Gift or receive donated assets (the company is provided with financial assistance (including entrusted loans and cash assets to subsidiaries), creditor's rights or debt restructuring, research and development for financial assistance, etc.), lease in or lease out assets, sign project transfer, sign license agreement Waiving of rights (including waiving of the contract on the management of YOUPU (including entrusted operation, entrusted pre emptive right, preemptive right to subscribe capital contribution, etc.):
Business, etc.), donated or donated assets (except for the company's donated cash 1. The total assets involved in the transaction account for more than 50% of the company's total audited capital assets in the latest period), creditor's rights or debt restructuring, research and property. If the total assets involved in the transaction also exist in the transfer of the fourth development project on the book, the signing of license agreement, abandonment of weight and evaluation value, the higher one shall be taken as the calculation basis; Article 10 profit (including waiver of preemptive right, preemptive right to subscribe capital contribution, 2. Profit related to the subject matter of the transaction (such as equity) in the latest fiscal year): the business income accounts for 1. The total assets involved in the transaction account for more than 50% of the company's audited operating income in the latest fiscal year, and the absolute amount exceeds 50 million yuan;
More than 50% of the total audited assets, and the assets involved in the transaction. 3. If the relevant net amount of the transaction object (such as equity) in the latest accounting year has both book value and evaluation value, the higher profit accounting for 50% of the company's audited net profit in the latest accounting year shall be taken as the calculation data; Above, and the absolute amount exceeds 5 million yuan;
2. The subject matter of the transaction (such as equity) in the latest fiscal year 4. The transaction amount of the transaction (including liabilities and expenses) accounts for more than 50% of the company's most relevant operating income, accounting for more than 50% of the company's audited net assets in the latest fiscal year, and the absolute amount exceeds more than 50% of the audited operating income, and the absolute amount exceeds 50 million yuan;
Over 30 million yuan;
