Securities code: Zhejiang Supcon Technology Co.Ltd(688777) securities abbreviation: Zhejiang Supcon Technology Co.Ltd(688777) Announcement No.: 2022024 Zhejiang Supcon Technology Co.Ltd(688777)
Announcement on Amending the articles of Association
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.
Zhejiang Supcon Technology Co.Ltd(688777) (hereinafter referred to as " Zhejiang Supcon Technology Co.Ltd(688777) " or "the company") held the 11th meeting of the 5th board of directors on April 9, 2022, deliberated and adopted the proposal on Amending the articles of association, which needs to be deliberated at the 2021 annual general meeting of shareholders of the company. In order to improve the corporate governance structure and further improve the standard operation level of the company, The Zhejiang Supcon Technology Co.Ltd(688777) articles of Association (hereinafter referred to as the "articles of association") is proposed to be revised in accordance with the provisions of laws, regulations and normative documents such as the announcement of China Securities Regulatory Commission [2022] No. 2 - Announcement on the publication of the guidelines for the articles of Association of listed companies (revised in 2022), the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange and the actual situation of the company. The specific amendments are as follows:
Before and after modification
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 conditions for the activities of the party organization.
Article 23 the company may purchase the shares of the company under the following circumstances Article 24 the company shall not purchase the shares of the company in accordance with laws, administrative regulations, departmental rules and this chapter, except for one of the following circumstances: (I) reduce the registered capital of the company;
(I) reduce the registered capital of the company; (II) merge with other companies holding shares of the company (II) merge with other companies holding shares of the company;
And; (III) use shares for employee stock ownership plan or share (III) use shares for employee stock ownership plan or equity incentive;
Incentive right; (IV) the shareholders disagree with the company's merger and division resolution made at the general meeting of shareholders (IV) the shareholders disagree with the company's merger and division resolution made at the general meeting of shareholders, require the company to purchase its shares;
shares; (V) converting shares into corporate bonds issued by listed companies; (V) converting shares into convertible corporate bonds issued by listed companies;
Corporate bonds convertible into shares; (VI) the listed company is necessary to maintain the company's value and shareholders' equity. (VI) the listed company is necessary to maintain the company's value and shareholders' equity. Necessary for equity; Except for the above circumstances, the company will not buy or sell its shares.
Article 25 Where a company purchases its own shares, it may purchase its own shares
Select one of the following methods:
Select one of the following methods:
(I) open centralized trading mode;
(I) open centralized trading mode;
(II) method of offer;
(II) method of offer;
(III) other methods recognized by Chinese laws, administrative regulations and CSRC laws.
Other ways that will be recognized.
Where a company purchases its own shares, it shall comply with the certificate
Where a company purchases its own shares, it shall perform the obligation of information disclosure in accordance with the provisions of the securities law. company
Fulfill the obligation of information disclosure in accordance with the provisions of the securities law. Due to item (III) of paragraph 1 of Article 23 of the articles of association
Due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 24 of the articles of association
The acquisition of shares of the company under the circumstances specified in items (V) and (VI) shall be through public concentration
The purchase of shares of the company shall be conducted through public centralized trading.
Transaction mode.
Article 29 directors, supervisors and senior managers of the company Article 30 directors, supervisors and senior managers of the company, persons holding more than 5% of the shares of the company and shareholders holding more than 5% of the shares of the company shall sell their shares of the company or other securities with the nature of equity within 6 months after purchase, or sell and buy them within 6 months after purchase, The income thus obtained shall be owned by the company, the principal shall be paid out, or it shall be bought again within 6 months after the sale, and the board of directors of the company will recover its income. However, the income is owned by the company and the board of directors of the company
The securities company will recover its income from the purchase of after-sales surplus stocks due to underwriting. However, if a securities company holds more than 5% of the shares, the sale of the shares is not subject to the time limit of holding more than 5% of the remaining after-sales shares purchased by 6 underwriting. Shares, and the board of directors of other companies specified by the CSRC does not implement the provisions of the preceding paragraph, except in the case of shares. East has the right to require the board of directors to implement within 30 days. If the directors, supervisors, senior managers and the board of directors referred to in the preceding paragraph of the company fail to implement within the above-mentioned period, the shareholders have the shares held by natural person shareholders or other securities with the nature of direct equity in their own name for the benefit of the company, including their spouses, parents and parents, to file a lawsuit in the people's court.
The board of directors of the company does not execute votes or other securities of equity nature in accordance with the provisions of paragraph 1 for shares held by children and held in other people's accounts. The responsible directors shall be jointly and severally liable according to law. If the board of directors of the company fails to implement the provisions of the preceding paragraph, they shall be held by shares. East has 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 above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people's court in their own name for the benefit of the company.
If the board of directors of the company fails to implement the provisions of paragraph 1, the responsible directors shall bear joint and several liabilities according to law.
Article 41 without the approval of the board of directors or the general meeting of shareholders Article 42 without the approval of the board of directors or the general meeting of shareholders, the company shall not provide external guarantee. Except as permitted by the articles of association, the company shall not provide external guarantee. Except that the guarantee acts specified in the articles of association shall be submitted to the general meeting of shareholders for deliberation, other external guarantee acts of the company shall be approved by the board of directors. approval.
The following external guarantee acts of the company shall be reviewed by the board of directors and submitted to the general meeting of shareholders for deliberation after being reviewed and approved by the board of directors:
(I) the amount of a single guarantee exceeds 10% of the company's latest audited net assets; Audit the guarantee of 10% of net assets;
(II) external guarantees of the company and its holding subsidiaries (II) the total amount of external guarantees of the company and its holding subsidiaries exceeds the total audited net assets of the company in the latest period and reaches or exceeds the total audited assets of the company in the latest period
Any guarantee provided after 50%; Any guarantee provided after 50% of net assets;
(III) guarantee for those whose asset liability ratio exceeds 70% and (III) guarantee for those whose asset liability ratio exceeds 70%; The guarantee provided by the;
(IV) the guarantee amount shall be accumulated within 12 consecutive months (IV) the guarantee amount shall be calculated according to the principle of accumulated guarantee amount within 12 consecutive months, which exceeds the company's latest audited total calculation principle and reaches or exceeds 30% of the company's latest audited assets; Audit the guarantee of 30% of the total assets;
(V) the total amount of external guarantees to shareholders, actual controllers and their related parties (V) the company exceeds the guarantees provided by the company; (VI) any guarantee provided by laws, administrative regulations, departmental rules or after 30% of the latest audited total assets;
Other guarantees stipulated in the articles of association. (VI) guarantee matters within the authority of the board of directors to shareholders, actual controllers and their related parties, except the guarantee provided; In addition to the approval of more than half of all directors, it shall also (VII) other guarantees stipulated in laws, administrative regulations, departmental rules or the articles of association when more than two-thirds of the directors attending the meeting of the board of directors are present. The directors agree; For the guarantee in Item (IV) of the preceding paragraph, the guarantee matters within the authority of the board of directors shall be approved by more than two-thirds of all directors, in addition to the three-thirds of the voting rights held by the shareholders attending the meeting. When more than two-thirds of the companies attending the meeting of the board of directors provide guarantee for the wholly-owned subsidiary, or with the consent of the controlling director; The guarantee in Item (IV) of the preceding paragraph shall be provided by the joint-stock subsidiary, and the other shareholders of the holding subsidiary who hold more than two-thirds of the voting rights held by the shareholders attending the meeting shall provide the same proportion of rights and interests. If the guarantee does not harm the interests of the listed company, the company may be exempted from providing guarantee for the wholly-owned subsidiary, or the provisions of items 1 to 3 of this article shall apply to the controlling subsidiary, except that the holding subsidiary provides guarantee and the shareholders of the holding subsidiary provide the same proportion of the rights and interests according to other provisions of the articles of association and the company's internal management system. The company shall make a semi annual guarantee in the annual report, and if it does not harm the interests of the listed company, the aforesaid guarantee may be summarized and disclosed in the exemption report. The provisions of items 1 to 3 of this article shall apply, unless otherwise specified in the articles of association and the company's internal management system. The company shall summarize and disclose the aforesaid guarantees in the annual report and semi annual report.
Article 48 shareholders who individually or jointly hold more than 10% of the company's shares shall have the right to request the board of directors. Shareholders who individually or jointly hold more than 10% of the company's shares shall have the right to request the board of directors to convene an extraordinary general meeting of shareholders, and shall request the convening of an extraordinary general meeting of shareholders in writing, which shall be submitted to the board of directors in writing. The board of directors shall propose to the board of directors in accordance with the French formula. In accordance with the provisions of laws, administrative regulations and the articles of association, the board of directors shall, within 10 days after receiving the requirements of laws, administrative regulations and the articles of association, submit a written feedback on whether to agree or disagree to convene the extraordinary general meeting of shareholders within 10 days after receiving the request. Written feedback from the extraordinary general meeting of shareholders. If the board of directors agrees to convene an extraordinary general meeting of shareholders, the board of directors shall agree to convene the extraordinary general meeting of shareholders. If the board of directors agrees to convene the extraordinary general meeting of shareholders, the notice of convening the general meeting of shareholders shall be issued within 5 days after the resolution of the board of directors is made. The notice of the original shareholders' meeting shall be notified in the notice. The change of the original request in the notice shall be approved by the relevant shareholders. Moreover, the consent of relevant shareholders shall be obtained. If the board of directors disagrees with the convening of the extraordinary general meeting of shareholders, or the board of directors disagrees with the convening of the extraordinary general meeting of shareholders, or fails to give feedback within 10 days after receiving the request, or fails to give feedback within 10 days after receiving the request, the shareholders who individually or jointly hold more than 10% of the shares of the company or jointly hold more than 10% of the shares of the company have the right to propose to the board of supervisors to convene the extraordinary general meeting of shareholders, and the shareholders have the right to propose to the board of supervisors to convene the extraordinary general meeting of shareholders, The general meeting shall be proposed to the board of supervisors in writing, and the request shall be submitted to the board of supervisors in writing. Request.
If the board of supervisors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within 5 days after receiving the request. The change of the original proposal in the notice shall be informed, and the change of the original request in the notice shall be approved by the relevant shareholders. Consent of relevant shareholders.
The board of supervisors failed to issue the shareholders' meeting within the prescribed time limit
