Hc Semitek Corporation(300323)
Comparison table of amendments to the articles of Association
Hc Semitek Corporation(300323) (hereinafter referred to as "the company") held the 12th meeting of the 5th board of directors on April 11, 2022, deliberated and adopted the proposal on Amending the articles of association. 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 stock listing rules of Shenzhen Stock Exchange According to the latest provisions of relevant laws, regulations and normative documents such as Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of companies listed on GEM, and in combination with the actual situation of the company, the articles of association are systematically sorted out and revised. The specific amendments are as follows (Note: the bold red part below is the revised content):
Serial number before revision after revision
Article 2 the company is a joint stock limited company established in accordance with the company law and Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions (hereinafter referred to as the "company"). (hereinafter referred to as the "company").
The company is established in the form of overall change initiation. The company is established in the form of overall change initiation, which has been approved by Wuhan Municipal Bureau of Commerce "Wu Shang Li" and Wuhan Municipal Bureau of Commerce "Wu Shang [2011] No. 40" document; Approved in Wuhan [2011] No. 40 document; Registered with the East Lake Branch of Wuhan East Lake Administration for Industry and commerce, registered with the market supervision and Administration Bureau of new technology development zone, and obtained the business license. The business license number is: registration, and obtained the business license. The business license number is 914201007819530811. 914201007819530811。
2 no [new clause] Article 3 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 3 the company was approved on April 26, 2012 Article 4 the company was approved by the China Securities Regulatory Commission (hereinafter referred to as "CSRC") on April 26, 2012
The first issuance of RMB ordinary shares [2012] No. 578 to the public was approved, and 50 million shares were issued to the public for the first time. On June 1, 2012, 5000 shares of RMB ordinary shares were issued to the public, on the gem of Shenzhen Stock Exchange and in Shenzhen on June 1, 2012. The stock exchange (hereinafter referred to as "Shenzhen Stock Exchange") is listed on the gem.
Article 8 the chairman is the legal representative of the company Article 9 the chairman or president is the legal representative of the company. Designated representative.
Article 12 the company's business purpose: to be the best article 13 the company's business purpose: to become a good LED product and the best innovation leader of LED enterprise global compound semiconductor.
Industry.
Article 20 the company or its subsidiaries Article 21 the company or its subsidiaries (including its subsidiaries) shall not purchase or intend to purchase shares of the company in the form of gifts, advances, guarantees, compensation or loans, Provide any assistance to those who purchase or intend to purchase shares of the company. Provide any financial assistance to others.
Article 23 under the following circumstances, Article 24 the company may not acquire its own shares in accordance with laws, administrative regulations and departments. However, in case of any of the following circumstances, except for the acquisition of the company in accordance with the regulations and the articles of association:
Shares of the company: (I) reduce the registered capital of the company (I) reduce the registered capital of the company;
Ben; (II) merge with other companies holding shares of the company; (II) merge with other companies holding shares of the company; Division merger;
(III) use shares for employee stock ownership plan (III) use shares for employee stock ownership plan or equity incentive; Equity incentive for investors;
(IV) the shareholder requests the company to purchase its shares due to the shareholder's objection to the company's merger and division resolution made at the general meeting of shareholders (IV) the shareholder's objection to the company's merger and division resolution made at the general meeting of shareholders. The company acquired its shares.
(V) converting shares into listed companies; (V) converting shares into convertible corporate bonds issued by listed companies that can be converted into shares;
Coupons; (VI) in order to maintain the company's value and shareholders
(VI) necessary for the company to maintain the value and equity interests of the company.
Necessary for East equity.
Except for the above circumstances, the company does not conduct trading
Activities of the company's shares.
Article 24 the company may purchase shares of the company Article 25 the company may purchase shares of the company in one of the following ways: through public centralized trading, or (I) the laws, administrative regulations and methods recognized by the CSRC of centralized bidding traders of stock exchanges; It can be done in other ways.
(II) method of offer; The company is approved by other parties (III), (V) and (VI) in Article 24 (III) of the articles of association. Where a company purchases its own shares under the circumstances specified in item, and the company purchases its own shares, it shall carry out the trust bank in accordance with the provisions of the securities law through public centralized trading.
Interest disclosure obligations. Due to Article 2 of the articles of association
Article 13 (III), (V)
Acquisition of the company under the circumstances specified in Item (VI)
The shares of the company shall be concentrated through public
Transaction mode.
Article 25 Where the company purchases its shares under the circumstances specified in Article 23 (I), (II) and Article 4 (I) and (II) of the articles of association, and purchases its shares under the circumstances specified in Article 2 and Article 26 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders. The company made a resolution at the general meeting of shareholders. If the company purchases the company's shares due to the circumstances specified in Item (III) of Article 23, item (III), item (V), (V) and item (VI) of Article 14 of the articles of association, the acquisition of the company's shares shall be approved by 2 / 3 of the shares, and the resolution of the meeting of the board of directors attended by more than 2 / 3 of the directors shall be approved by the meeting of the board of directors attended by more than 2 / 3 of the directors.
Discussion. After the company purchases the company's shares in accordance with Article 24 and receives the company's shares in accordance with Article 23, if it belongs to form (I) after purchasing the company's shares in accordance with item (I), it shall be within 10 days from the date of acquisition
In case of any of the above circumstances, it shall be cancelled within 10 days from the date of acquisition; Cancellation within (II) and (IV) days; In the case of items (II) and (IV), it shall be transferred within 6 months or cancelled within 6 months. Transfer or cancellation within items (III) and (V). In the case of items (III) and (VI), the total number of shares held by the company in items (V) and (VI) shall not exceed 10% of the total issued shares of the company, and the number of shares shall not exceed the number of issued shares of the company, which shall be transferred or cancelled within three years.
10% of the total amount and should be within three years
Transfer or cancellation within.
Article 29 directors, supervisors and senior executives of the company Article 30 directors, supervisors, senior management personnel, managers holding 5% of the company's shares and shareholders holding more than 5% of the company's shares shall transfer their shareholders of the company, Sell the stocks or stocks of the company or other securities with equity nature or other securities with equity nature held by them within 6 months after buying the bonds, or sell them within 6 months after selling, or buy them again within 6 months after selling, and buy them again within 6 months after selling. The income from this shall belong to the company, and the income from this shall belong to the company, The board of directors of the company will recover its income. However, the proceeds. However, unless the securities company holds more than 5% of the shares because the securities company holds more than 5% of the votes and holds more than 5% of the shares because the securities company purchases the after-sales surplus shares because of the underwriting, and has shares, as well as other circumstances stipulated by the securities regulatory authority under the State Council as stipulated by the CSRC.
In other cases, the sale of the stock is not subject to 6
Month time limit.
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Article 37 shareholders of the company shall undertake the following obligations Article 38 shareholders of the company shall undertake the following obligations:
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If the shareholders of the company abuse the rights of shareholders and cause losses to the company or other shareholders in accordance with (V) laws, administrative regulations and the articles of association, other obligations shall be specified.
It shall be liable for compensation according to law. The shareholders of the company abuse their rights to the company
Where a shareholder of a company abuses the independence of the legal person of the company or causes losses to other shareholders, he shall evade his debts and bear the liability for compensation in accordance with his status and limited liability of shareholders.
If the interests of creditors of the company are seriously damaged, the shareholders of the company shall abuse the company's legal person to bear joint and several liability for the company's debts independently. Weihe shareholders have limited liability, evade debts, and (V) if laws, administrative regulations and the articles of association seriously damage the interests of creditors of the company, they shall bear other obligations specified. The company shall be jointly and severally liable for its debts.
Article 39 the controlling shareholder of the company, the controlling shareholder of the company and the actual controller of the company shall not make use of their affiliated relationship. Personnel shall not use their affiliated relationship to damage the interests of the company. Those who violate the regulations will benefit the company. If the violation of regulations causes losses to the company, the company shall be liable for compensation if it causes losses to the company.
Responsibility
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Article 40 the general meeting of shareholders is the power of the company Article 41 the general meeting of shareholders is the power organ of the company, which shall exercise the following functions and powers according to law:
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（12） Deliberating and approving the matters specified in Article 41 (12); Matters to be resolved;
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（15） Review the equity incentive plan; （15） Review the equity incentive plan and employee stock ownership plan;
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Article 41 the following external guarantees of the company Article 42 the following external guarantees of the company shall be deliberated and approved by the general meeting of shareholders. To be, it must be deliberated and approved by the general meeting of shareholders.
(I) any guarantee provided after the total amount of external guarantee provided by the company and its holding subsidiaries to (I) the company and its holding subsidiaries reaches or exceeds the total amount of guarantee in the latest period and exceeds 50% of the audited net assets in the latest audited net period; Any guarantee of
... (VII) the total amount of external guarantee of the company exceeds (VII) 30% of the latest audited total assets of the general meeting of shareholders in accordance with the articles of association
Any guarantee provided after the rules of procedure of the conference and the external guarantee management system;
