Ledman Optoelectronic Co.Ltd(300162)
Comparison table of amendments to the articles of association and relevant systems
Ledman Optoelectronic Co.Ltd(300162) (hereinafter referred to as “the company”) was called on April 11, 2022
The second meeting of the Fifth Board of directors was held, and the proposal on Amending the articles of association and the
In the proposal on Amending the rules of procedure of the general meeting of shareholders, the proposal on Amending the rules of procedure of the board of directors
Proposal on Revising the working system of independent directors and proposal on Revising the information disclosure management system
Proposal on Amending the decision-making system of connected transactions, in accordance with the securities law and the
Governance standards, Shenzhen Stock Exchange gem stock listing rules, self-discipline supervision of listed companies
Citing No. 2 – regulations and requirements such as the standardized operation of companies listed on the gem and the guidelines for the articles of association of listed companies,
In combination with the actual situation of the company, the relevant provisions of the articles of association are revised as follows:
1、 Comparison table of amendments to the articles of Association
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 under the following circumstances, the company may not purchase its own shares in accordance with laws and Article 24. However, in accordance with the provisions of administrative regulations, departmental rules and the articles of association, the acquisition of shares of the company is not subject to any of the following circumstances:
(I) reduce the registered capital of the company;
(I) reduce the registered capital of the company; (II) merger with other companies holding shares of the company;
(II) merger with other companies holding shares of the company; (III) use shares for employee stock ownership plan or equity incentive;
(III) use shares for employee stock ownership plan or equity incentive;; (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 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;
Those who disagree and ask the company to purchase their shares. (V) converting shares into convertible shares issued by listed companies; (V) converting shares into convertible corporate bonds issued by listed companies;
Corporate bonds with notes; (VI) necessary for the maintenance of the shareholders’ rights and interests of the listed company. (VI) it is necessary for a listed company to safeguard the company’s value and shareholders’ rights and interests.
Except for the above circumstances, the company will not buy or sell its shares.
Article 25 Where the company purchases its shares due to items (I) of Article 23 to (III) of Article 26 of the articles of association, it shall purchase its shares under the circumstances specified in Item (II) of the general meeting of shareholders, and it shall be resolved by the general meeting of shareholders; The company has made a resolution due to item (III) and item (III) of paragraph 1 of Article 23 of the articles of Association; If the company purchases its shares under the circumstances specified in items (III), (V) (V) and (VI) of paragraph 1 of Article 24 of the articles of association, or under the circumstances specified in items and (VI), it may purchase its shares in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders, with the provisions of the articles of association or the authorization of the general meeting of shareholders, Resolutions of the board meeting attended by more than two-thirds of the directors. Resolutions of the board meeting attended.
Article 28 the shares of the company held by the promoters shall not be transferred within 1 year from the date of establishment of the company. The shares issued before the company’s public offering of shares shall not be transferred within one year from the date when the company’s shares are listed and traded on the stock exchange.
The directors, supervisors and senior managers of the company shall report to the company the shares held by the company and their changes, and transfer them every year during their term of office
Article 29 the shares of the company held by the promoters shall not exceed 25% of the total shares of the company held by them since the establishment of the company; place
It shall not be transferred within 1 year from the date of transfer. The shares issued before the company’s public offering of shares shall not be transferred within one year from the date of listing and trading of the company’s shares
The company’s shares shall not be transferred within one year from the date of listing and trading on the stock exchange. Give Way. The above-mentioned personnel shall not transfer the company held by them within half a year after their resignation
The directors, supervisors and senior managers of the company shall report their shares to the company; Report within six months from the date of IPO listing
If the company’s shares and their changes are transferred every year during his term of office, he shall not transfer his direct shares within 18 months from the date of reporting his resignation
Shares shall not exceed 25% of the total shares of the company held by them; Shares of the company held by the company; On the first day after the IPO
The company’s shares shall not be transferred within 1 year from the date of listing and trading of the company’s shares.
If the above-mentioned person declares his resignation between seven months and the twelfth month, it shall be from the date of declaration of resignation
The employee shall not transfer the shares of the company held by him within half a year after his resignation; The company’s shares directly held by them shall not be transferred within 12 months from business. On duty
The company’s equity distribution leads to the direct distribution of its directors, supervisors and senior managers, which leads to the direct distribution of its directors, supervisors and senior managers
In case of any change in the holding of shares of the company, the above provisions shall still be observed.
In case of any change in the holding of shares of the company, the above provisions shall still be observed.
If the company has increased its capital and shares within 6 months before submitting the application for initial public offering to the CSRC (taking the official acceptance date of the CSRC as the base date), the holders of the new shares shall not exceed 50% of the total new shares held by them within 24 months from the date of listing of the company’s shares, in addition to complying with the provisions of paragraph 1 of this article.
Article 29 the company’s directors, supervisors, senior managers, shareholders holding more than 5% of the company’s shares, directors, supervisors and senior managers sell their shares or other shareholders with more than 5% of the company’s shares within 6 months after they buy them, Or within 6 months after the sale, other securities with equity nature are sold within 6 months after the purchase, or they are bought again, and the resulting income belongs to the company. The board of directors of the company will buy again within 6 months after the sale, and the resulting income belongs to the company, and the company will recover its income. However, due to the purchase of the remaining shares after package sales
The board of directors of the company will recover its income. Those who hold more than 5% of the shares, as well as other circumstances stipulated by the CSRC, except those in the form of directors, supervisors, senior managers and natural person shareholders mentioned in the preceding paragraph.
The shares or other securities with equity nature held by directors, supervisors, senior managers and natural person shareholders mentioned in the preceding paragraph include their spouses, stocks or other securities with equity nature, including shares held by their spouses, parents and children and held in other people’s accounts, or shares held by other parents and children and held in other people’s accounts or other securities with equity nature. However, securities companies purchase after-sale equity securities due to underwriting.
Those who hold more than 5% of the remaining shares and have the securities supervision of the State Council
Except for other circumstances stipulated by the administrative authority.
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Article 41 the general meeting of shareholders is the authority of the company, and shall exercise the following functions and powers according to law:
Article 40 the general meeting of shareholders is the authority of the company, which shall be exercised according to law
List of functions and powers: (XV) review the equity incentive plan and employee stock ownership plan;
… (XVI) review laws, administrative regulations, departmental rules or procedures of this chapter (XV) review equity incentive plans; Other matters that shall be decided by the general meeting of shareholders.
（16） Considering laws, administrative regulations, departmental rules or the articles of association, the annual general meeting of shareholders of the company may authorize the directors to specify other matters that should be decided by the general meeting of shareholders in accordance with the principle of prudent authorization. The board of directors decided to issue non-public shares with a total financing amount of no more than RMB 300 million and no more than… 20% of the net assets at the end of the latest year. This authorization will expire on the date of the next annual general meeting of shareholders.
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Article 41 the following matters shall be deliberated and decided by the general meeting of shareholders: Article 42 the following matters shall be deliberated and decided by the general meeting of shareholders:
(I) external guarantee: (I) external guarantee:
1. The total amount of external guarantees of the company and its holding subsidiaries exceeds the maximum. 1. Any guarantee provided after the total amount of external guarantees of the company and its holding subsidiaries exceeds 50% of the latest audited net assets; Any guarantee provided after 50% of the audited net assets of phase I;
2. The total amount of external guarantee of the company reaches or exceeds that of the latest audit. 2. Any guarantee provided after the guarantee amount exceeds 30% of the total assets of the company in the latest audit for 12 consecutive months; 30% of total assets;
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(III) the amount of transactions between the company and related persons (including the amount of transactions between the same subject matter (III) the company and related persons (including the accumulated amount of related transactions between the same subject matter or the same related person in 12 consecutive months and the accumulated amount of related transactions between the same related person in 12 consecutive months) is more than 30 million yuan, and accounts for more than 30 million yuan of the company’s latest audited net assets, Related party transactions that account for more than 5% of the absolute value of the company’s latest audited net assets; More than 5% of connected transactions;
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Similar transactions related to the subject matter of the transaction occurred within 12 months of the company shall be conducted by the company unless otherwise specified, such as providing guarantee and entrusted financial management
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