Securities code: Sichuan Tianyi Comheart Telecom Co.Ltd(300504) securities abbreviation: Sichuan Tianyi Comheart Telecom Co.Ltd(300504) Announcement No.: 2022023 Sichuan Tianyi Comheart Telecom Co.Ltd(300504)
Announcement on Amending the articles of Association
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
In accordance with the latest provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the guidelines for the articles of association of listed companies (revised in 2022), the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, and in combination with the actual situation of the company, Sichuan Tianyi Comheart Telecom Co.Ltd(300504) held the 5th meeting of the 4th board of directors on April 11, 2022 and deliberated and adopted the articles of association. The details are as follows:
1. Changes in registered capital of the company
Since the company implemented the 2021 restricted stock incentive plan in 2021, a total of 5.683 million shares were granted, which were listed and circulated on July 2, 2021 and December 3, 2021 respectively. The total number of shares of the company was changed from 267408 million to 273091 million, and the registered capital of the company was changed from 267408 million yuan to 273091 million yuan.
2. Comparison and revision of the articles of Association
Before and after revision
Article 3 the company is established by Sichuan Tianyi Kanghe optoelectronics Co., Ltd. Article 3 the company is wholly changed and established by Sichuan Tianyi Kanghe optoelectronics Co., Ltd. and wholly changed and established in Sichuan Province. It is registered with Sichuan provincial and municipal administration of Commerce and industry and obtained the business license. It is registered with the site supervision and Administration Bureau and obtained the business license, The unified social credit code is 9151 Shenzhen Tagen Group Co.Ltd(000090) 2667031j, and the unified social credit code is 9151 Shenzhen Tagen Group Co.Ltd(000090) 2667031j. Article 6 the registered capital of the company is 267408 million yuan. Article 6 the registered capital of the company is 273091000 yuan.
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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 19 the total number of shares of the company is 267408 million, and Article 20 the total number of shares of the company is 273091 million, all of which are ordinary shares. Common stock.
Article 29 directors, supervisors and senior managers of the company, shareholders holding more than 5% of the shares of the company, directors and shareholders holding more than 5% of the shares of the company, Sell the company's shares, company shares or other equity securities held by it within 6 months after buying or other equity securities, or buy them again within 6 months after selling, so as to sell them within 6 months after trading, or buy them again within 6 months after selling,
The income obtained shall belong to the company, and the board of directors of the company will recover it. The income thus obtained shall belong to the company, and the board of directors of the company will return the income. However, securities companies recover their income after the purchase and sale of packages. However, if a securities company holds more than 5% of the shares due to the exclusive sale of the remaining shares purchased, or holds more than 5% of the shares due to the sale of the remaining shares after sale, it shall not sell the shares under other circumstances specified by the CSRC.
Tickets are not subject to the six-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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(IV) not abuse the rights of shareholders to damage the company or other shares; (IV) not abuse the rights of shareholders to damage the interests of the company or other shareholders; The independent status of the company's legal person and the interests of shareholders shall not be abused; The independent status of the company's legal person and the limited liability of shareholders shall not be abused to damage the interests of the company's creditors; Shareholders of the company abuse limited liability to damage the interests of creditors of the company; (V) the shareholders shall be liable for the losses and other administrative rights caused to the company in accordance with the provisions of the articles of association. Other obligations.
Where the shareholders of the company abuse the independent status of the company as a legal person and the limited liability of shareholders, the shareholders of the company abuse the rights of shareholders to create responsibilities for the company or other shareholders, evade debts and seriously damage the interests of the creditors of the company, and cause losses, they shall be liable for compensation according to law. The shareholders of the company shall be jointly and severally liable for the debts of the company. Abusing the independent status of the company's legal person and the limited liability of shareholders to evade (V) other obligations to the company if it should bear debts in accordance with laws, administrative regulations and the articles of association and seriously damage the interests of creditors of the company. The company is jointly and severally liable for its debts.
Article 40 the general meeting of shareholders is the authority of the company and shall be implemented in accordance with the law. Article 41 the general meeting of shareholders is the authority of the company and shall exercise the following functions and powers in accordance with the law:
（15） Review the equity incentive plan; （15） Review the equity incentive plan and employee stock ownership plan
Article 49 If the board of supervisors or shareholders decide to convene a general meeting of shareholders on their own, they shall notify the board of directors in writing. If the board of supervisors or shareholders decide to convene a general meeting of shareholders on their own, they shall notify the board of directors in writing. At the same time, they shall report to the dispatched office of the CSRC and the stock exchange in the place of the stock exchange for the record. keep on record. Before the announcement of the resolution of the general meeting of shareholders, the shareholding ratio of the convening shareholders is not before the announcement of the resolution of the general meeting of shareholders, and the shareholding ratio of the convening shareholders shall not be less than 10%. The shareholders who convene the shareholders' meeting shall receive less than 10% of the notice of the shareholders' meeting. When the resolution of the general meeting of shareholders is announced, the notice of the general meeting of shareholders and the relevant certification materials shall be submitted to the CSRC board of supervisors or the convening shareholders at the place where the company is located.
When announcing the resolution of the East Asian General Assembly, relevant supporting materials shall be submitted to the stock exchange.
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Article 56 the notice of the general meeting of shareholders shall include the following:
Capacity:
(VI) voting time and procedures by network or other means.
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Article 60 If an individual shareholder attends the meeting in person, he / she shall present his / her ID card or other valid card that can indicate his / her identity, his / her ID card or other valid documents or certificates that can indicate his / her identity and stock account card; Attending the meeting on behalf of others, or certificates and stock account cards; When entrusting others to attend the meeting, they shall also show their valid ID card and power of attorney of shareholders. If necessary, they shall also show their valid ID card and the letter of authorization of shareholders.
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Article 78 shareholders (including shareholders' agents) shall exercise their voting rights with the number of voting shares they represent, and the number of voting shares on the list of each share shall exercise their voting rights, and each share shall have one vote. Each member shall have one vote.
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The board of directors, independent directors and shareholders who meet the relevant requirements may publicly solicit shareholders' voting rights in violation of the securities law. The solicitation of shareholders' voting rights shall be in accordance with the provisions of paragraphs 1 and 2 of Article 63, which shall fully disclose the specific voting intention and other information to the solicited person. Within 36 months after the purchase of a certain proportion of shares, it is not prohibited to solicit shareholders' votes by means of compensation or compensation in disguised form, and they can exercise their voting rights, which are not included in the voting rights of attending the general meeting of shareholders. The company shall not propose the total number of shares with the minimum shareholding ratio for the solicitation of voting rights.
Restrictions. The board of directors, independent directors, shareholders holding more than 1% of the voting shares or investor protection institutions established in accordance with laws, administrative regulations or the provisions of the CSRC may publicly solicit shareholders' voting rights. The solicitation of shareholders' voting rights shall fully disclose the specific voting intention and other information to the solicited person. It is prohibited to solicit shareholders' votes by means of compensation or compensation in disguised form
Right. Except for legal conditions, the company shall not put forward a minimum shareholding limit on the solicitation of voting rights.
Article 80 on the premise of ensuring the legal and effective deletion of the general meeting of shareholders, the company shall give priority to providing modern information technology means such as online voting platform through various ways and means to facilitate shareholders' participation in the general meeting of shareholders. Article 87 before the general meeting of shareholders votes on a proposal, two shareholders' representatives shall be elected to participate in vote counting and scrutinizing before the general meeting of shareholders votes on a proposal. Two shareholders' representatives shall be elected to participate in vote counting and scrutinizing. If the matters under consideration have an interest in the shareholders, the relevant shareholders and agents shall not be associated with the shareholders, and the relevant shareholders and agents shall not participate in the counting and supervision of votes. Participate in counting and scrutinizing votes.
Article 95 a director of a company is a natural person. Under any of the following circumstances, a director of a company is a natural person. Under any of the following circumstances, he cannot serve as a director of the company:
(VI) being banned from entering the securities market by the CSRC, (VI) being banned from entering the securities market by the CSRC before the expiration of the time limit; The time limit has not expired;
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Article 104 independent directors shall comply with laws and administrative regulations Article 104 independent directors shall comply with relevant provisions of laws, administrative laws and departmental rules. The relevant provisions of the CSRC and the stock exchange shall be implemented.
Article 107 the board of directors shall exercise the following functions and powers:... Article 107 the board of directors shall exercise the following functions and powers:... (VIII) decide the company's external investment within the scope authorized by the general meeting of shareholders; (VIII) decide the company's external investment, acquisition and sale of assets, asset mortgage, external guarantee investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management Related party transactions and other matters; Items, entrusted financial management, related party transactions, external donations and other matters
(x) 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 of the company, and the board of directors shall appoint or dismiss the deputy general secretary and other senior managers of the company according to the nomination of the general manager, decide on their remuneration, financial directors and other senior managers, and decide on their employment, rewards and punishments; According to the nomination of the general manager, decide on the remuneration, rewards and punishments of the company's deputy general manager, financial director and other senior managers; And decide on the remuneration, rewards and punishments of the personnel they employ
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