Securities code: Guangdong Ellington Electronics Technology Co.Ltd(603328) securities abbreviation: Guangdong Ellington Electronics Technology Co.Ltd(603328) Announcement No.: pro 2022019 Guangdong Ellington Electronics Technology Co.Ltd(603328)
Announcement on Amending the articles of association and other four systems
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are liable for false records, misleading statements or major omissions in the announcement.
Guangdong Ellington Electronics Technology Co.Ltd(603328) (hereinafter referred to as “the company”) in accordance with the guidelines for the articles of association of listed companies (revised in 2022), the rules for the general meeting of shareholders of listed companies (revised in 2022) and the rules for independent directors of listed companies (revised in 2022) issued by the China Securities Regulatory Commission According to the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation (SZF [2022] No. 2) and relevant laws, regulations and normative documents issued by Shanghai Stock Exchange, and in combination with the actual situation of the company, it is proposed to amend some provisions of the articles of association, rules of procedure of the general meeting of shareholders, rules of procedure of the board of directors and rules of procedure of the board of supervisors, The revision comparison table of the above system is attached.
The corresponding revision plan of the above system has been deliberated and adopted at the 14th meeting of the 5th board of directors and the 13th meeting of the 5th board of supervisors of the company respectively, and shall not take effect until it is submitted to the general meeting of shareholders of the company for deliberation and approval. See the rules of procedure of the board of directors and the revised rules of procedure of the board of directors of Shanghai Stock Exchange (www.sse. Com) for details..
It is hereby announced.
Guangdong Ellington Electronics Technology Co.Ltd(603328) board of directors
April 13, 2022
1、 The comparison table of amendments to the articles of association is as follows:
Before revision: after revision:
Article 2 the company is a joint stock limited company established in accordance with the company law, the Interim Provisions on Several Issues concerning the establishment of foreign-invested joint stock limited companies and other relevant provisions, and other relevant provisions. The company is approved by the commercial capital company of the Ministry of Commerce of the people’s Republic of China. The company was established in the form of change with the approval of Shang Zi PI [2007] No. 1891 document of the Ministry of Commerce of the people’s Republic of China, reply of the Ministry of Commerce on Approving the transformation of Eaton (Guangdong) Electronic Technology Co., Ltd. into a joint-stock (Guangdong) Electronic Technology Co., Ltd. into a joint-stock limited company, Shang Zi PI [2007] No. 1891 document of the Ministry of Commerce of the people’s Republic of China; Approved by the reply of the limited company and established in the form of change; Registered with Guangdong Provincial Administration for Industry and commerce, registered with Guangdong provincial market supervision administration, obtained a business license, unified social credit Code: business license, unified social credit Code: 91440 Xi’An Catering Co.Ltd(000721) 185260y. 91440 Xi’An Catering Co.Ltd(000721) 185260Y。
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 41 the following external guarantees of the company and Article 42 the following external guarantees of the company shall be deliberated and approved by the general meeting of shareholders. It shall be deliberated and approved by the general meeting of shareholders.
（1） 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 external guarantee audited in the latest period and exceeds 50% of the net assets audited in the latest period; Any guarantee provided after 50% of;
（2） The total amount of external guarantee of the company reaches or exceeds (2) the total amount of external guarantee of the company exceeds 30% of the total assets audited in the latest period, and any guarantee provided after 30% of the total assets audited in the latest period; Insurance;
（3） For the guarantee with asset liability ratio exceeding 70% (3) the guarantee amount of the company within one year exceeds the guarantee provided by the company; Guarantee of 30% of the latest audited total assets;
（4） If the amount of a single guarantee exceeds that of the latest audit (4), it is the guarantee with an asset liability ratio of more than 70% and 10% of the net assets; The guarantee provided by the;
（5） (5) providing (5) a single guarantee to shareholders, actual controllers and their related parties that exceeds the guarantee provided by the latest audit. Guarantee of 10% of net assets;
（6） Guarantee provided to shareholders, actual controllers and their related parties.
Article 48 If the board of supervisors agrees to convene an extraordinary general meeting of shareholders, and if the board of supervisors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice to convene a general meeting of shareholders within 5 days after receiving the request, and a notice to convene a general meeting of shareholders within 5 days after receiving the request
The change of the original proposal in the notice shall be subject to the consent of the relevant shareholders. Consent of relevant shareholders.
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Article 49 the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own article 50 the board of supervisors or shareholders shall notify the board of directors in writing if they decide to convene the general meeting of shareholders on their own. If the general meeting of shareholders is held together, 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 where the company is located for the record.
For the record of the stock exchange. Before the announcement of the resolution of the general meeting of shareholders, the convening shareholders shall hold a shareholding ratio of not less than 10% before the announcement of the resolution of the general meeting of shareholders.
The proportion of shares shall not be less than 10%. The board of supervisors or convening shareholders shall submit relevant certificates to the dispatched office of the CSRC and the stock exchange in the place where the company is located when issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders. The convening shareholders shall submit relevant certificates to the dispatched office of the CSRC and the stock exchange in the place where the company is located when issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders. Material Science.
Article 50 for the general meeting of shareholders convened by the board of supervisors or shareholders, the board of directors and the Secretary of the board of directors will cooperate with the general meeting of shareholders convened by the board of supervisors or shareholders. The board of directors shall provide the shareholders on the equity registration date to cooperate. The board of directors will provide the register of shareholders on the equity registration date. roster.
Article 55 the notice of the general meeting of shareholders shall include the following contents:
(I) time, place and duration of the meeting; (I) time, place and duration of the meeting; (II) matters and proposals submitted to the meeting for deliberation; (II) matters and proposals submitted to the meeting for deliberation;
(III) in obvious words: all shareholders (III) in obvious words: all ordinary shares attend the general meeting of shareholders and can entrust agents in writing. All shareholders have the right to attend the general meeting of shareholders and can entrust agents in writing to attend the meeting and vote. The agent of the shareholder does not need to attend the meeting and vote by proxy. The agent of the shareholder is the shareholder of the company; A person need not be a shareholder of the company;
(IV) equity registration of shareholders who have the right to attend the general meeting of shareholders (IV) equity registration date of shareholders who have the right to attend the general meeting of shareholders (the interval between equity registration date and meeting date shall be days; when it is no more than 7 working days. Once the equity registration date is confirmed (V) voting time and voting confirmation by network or other means, it shall not be changed); Procedures;
(V) if the company provides the online voting system for the general meeting of shareholders, (VI) the name and telephone number of the permanent contact for meeting affairs. The time and voting procedure of online voting shall be clearly stated (VI) name and telephone number of permanent contact person for conference affairs
Article 77 the following matters shall be adopted by the general meeting of shareholders. Article 78 the following matters shall be adopted by the general meeting of shareholders by special resolution:
（1） The company increases or decreases its registered capital; （1） The company increases or decreases its registered capital;
（2） Division, merger, dissolution and liquidation of the company; （2） Division, division, merger and dissolution of the company and (III) amendment of the articles of Association; Liquidation;
（4） The company purchases and sells major assets within one year (3) amendment of the articles of Association;
Or the guarantee amount exceeds 30% of the company’s major assets purchased or sold within one year by the latest audited general (IV) Company; Or the guarantee amount exceeds the company’s latest audited general (V) equity incentive plan or employee stock ownership plan; 30% of assets;
（6） The company’s equity incentive plan or employee stock ownership plan due to Article 23 (I) (V) of the articles of Association; (VI) adjustment of profit distribution plan and cash dividend policy for the acquisition of shares of the company under the circumstances specified in item and item (II); Or change;
（7） (7) the company’s acquisition of shares of the company that has a significant impact on the company’s assets and the circumstances specified in Item (II) of Article 24 (I) of the articles of association and the general meeting of shareholders by ordinary resolution and needs to be passed by special resolution;
He has no business. （8） Other matters stipulated by laws, administrative regulations or the articles of association, and determined by the general meeting of shareholders by ordinary resolution that will have a significant impact on the company and need to be passed by special resolution.
Article 78 shareholders (including shareholders’ agents) Article 79 shareholders (including shareholders’ agents) exercise their voting rights with the number of voting shares they represent, and each share has one vote. Each share has one vote.
The shares of the company held by the company have no voting rights, and the shares of the company held by 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. The total number of shares of the company.
The board of directors, independent directors and shareholders meeting the relevant provisions violate the law by buying the voting shares of the company
If the shareholders of the company or the investor protection institution established in accordance with the provisions of laws, administrative regulations or the provisions of the Securities Commission of the people’s Republic of China in paragraph 1 and paragraph 2 of Article 63 of the securities law of the people’s Republic of China stipulate that the part of the shares exceeding the specified proportion can be used as a soliciter and may not exercise the voting right within 36 months after buying or entrusting the securities company, and shall not be used by the securities service institution, Publicly request the shareholders of the company to entrust them to count the total number of voting shares attending the general meeting of shareholders. Attend the general meeting of shareholders and exercise the voting rights of shareholders such as the right to propose proposals, the board of directors of the company, independent directors and voting rights in accordance with legal provisions. The shareholders of the company or the investor protection institution established in accordance with laws, administrative regulations or the provisions of the Securities Commission of China may, as the soliciter, request the shareholders of the company to entrust them to attend the general meeting of shareholders on their own or entrust securities companies and securities service institutions, And exercise the right of proposal
