Leyard Optoelectronic Co.Ltd(300296)
Amendment to the articles of Association
In accordance with the latest provisions of laws, regulations and normative documents such as the guidelines for the articles of association of listed companies and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem, and in combination with the actual situation of the company, it is proposed to amend some provisions of the articles of association.
The specific amendments are as follows: articles of Association
Terms before and after amendment
clause
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions. A joint stock limited company established in accordance with the provisions.
On November 15, 2010, the company was changed from the former Beijing Leyard Optoelectronic Co.Ltd(300296) to the former Beijing Leyard Optoelectronic Co.Ltd(300296) No. 2 on November 15, 2010
Electronic Technology Co., Ltd. initiates in the form of overall change. Electronic Technology Co., Ltd. initiates in the form of overall change
It was established and registered with the Beijing Administration for Industry and commerce, and registered with the Beijing Municipal Bureau of market supervision. It obtained the enterprise record with the registration number of 110 Shenyang Machine Tool Co.Ltd(000410) 105629 and the business license of enterprise legal person with the registration number of 110 Shenyang Machine Tool Co.Ltd(000410) 105629. Business license of legal person.
Article 5 company domicile: North of the summer palace, Haidian District, Beijing article 5 company domicile: No. 9, zhenghongqi West Street, north of the summer palace, Haidian District, Beijing. 9 zhenghongqi West Street; Postal Code: 100091.
Article 12 the company shall, in accordance with Article 10 of the articles of association of the Communist Party of China
The new clause stipulates that the Communist Party shall be established to organize and carry out party activities. Article 2 of the company
Provide necessary conditions for the activities of Party organizations.
Article 19 the total number of shares of the company is 2542901478
The tenth shares are all RMB ordinary shares, of which the total number of shares of the company to the society is 2542901478. The ninth RMB ordinary shares issued to the public are 75 million shares, all of which are RMB ordinary shares.
Shares.
Article 23 under the following circumstances, the company may
In accordance with laws, administrative regulations, departmental rules and the articles of association
Article 24 the company shall not purchase its own shares. However, the acquisition of shares of the company:
Yes, except for one 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 plan
(III) use shares for employee stock ownership plan or equity incentive second incentive;
Excitation;
XIII (Ⅳ) merger and
(IV) shareholders request the company to purchase their shares because they disagree with the resolutions on merger and division of the company made by the general meeting of shareholders.
Dissent from the division resolution and require the company to purchase its shares; (V) convertible shares issued by the company
(V) use shares to convert corporate bonds issued by the company that can be converted into shares;
Corporate bonds of stocks;
(VI) the company's efforts to safeguard the company's value and shareholders' rights and interests
(VI) necessary for the company to safeguard the company's value and shareholders' rights and interests.
Yes.
Except for the above circumstances, the company shall not purchase the shares of the company
Copies.
Article 24 the company may purchase its own shares through Article 25. The company may purchase its own shares through public centralized trading, or through laws, regulations and medium to public centralized trading, or other methods recognized by the CSRC in accordance with laws and administrative laws. And other methods approved by the CSRC.
14. Where the company purchases its shares under the circumstances specified in Article 23, paragraph 1 (III), Article 24, paragraph 1 (III), Article 24, paragraph 1 (V) and Article 24 (VI), it shall purchase its shares through public centralized trading. If the company's shares are purchased through public centralized trading, it shall do so through public centralized trading. conduct.
Article 25 If the company acquires the shares of the second company under the circumstances specified in items (I) and (II) of paragraph 1 of Article 24 of the articles of association due to items (I) and (II) of Article 23 and Article 26 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders. The purchase of shares of the company by the company shall be subject to the resolution of the general meeting of shareholders. 15. If the company purchases the company's shares under the circumstances specified in items (V) and (VI) of paragraph 1 of Article 23 and (V) of the articles of association due to the circumstances specified in items (III), article and (VI) of paragraph 1 of Article 24 of the articles of Association, it may purchase the company's shares in accordance with the provisions of the articles of association or the shareholders' meeting. If the company purchases the company's shares in accordance with the provisions of the articles of association or the shareholders' meeting, it may purchase the company's shares in accordance with the provisions of the articles of association or the authorization of shares, Authorized by the general meeting of the board of directors attended by more than two-thirds of the directors and attended by more than two-thirds of the directors
Resolution. Resolutions of the board meeting.
After the company purchases the company's shares in accordance with paragraph 1 of Article 23 and the company's shares in accordance with paragraph 1 of Article 24, if it belongs to item (I), it shall be cancelled within 10 days from the date of acquisition; It belongs to item (II) and is cancelled within 10 days from the date of acquisition; In case of items (II) and (IV), it shall be transferred within 6 months, or in case of item (IV), it shall be transferred or cancelled within 6 months; Those belonging to items (III), (V) and (III) shall be cancelled; In the case of items (III), (V) and (VI), and in the case of items (VI) of the company's shares jointly held by the company, the total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and the repurchase results and 10% of the change of shares shall be disclosed, It shall also transfer or cancel the shares within three years after the disclosure of the repurchase results and the announcement of share changes. Transfer or cancellation within three years after the announcement.
Article 29 directors, supervisors and senior managers of the company Article 30 directors, supervisors, senior managers, members and shareholders holding more than 5% of the shares of the company shall sell their shares of the company or other shares of the company with equity nature or other securities with equity nature within 6 months after buying, Or sell the bonds within 6 months after buying, or buy them again within 6 months after selling, and the proceeds will belong to the company. Buy them again within 6 months, and the proceeds will belong to the company. The board of directors of the company will recover the proceeds. However, the board of directors of the company will recover its income. However, if a securities company holds more than 5% of the shares held by the securities company due to the purchase of the remaining shares after the package sale, and has more than 5% of the shares held by the securities regulatory authority under the State Council, And in other circumstances stipulated by the second securities regulatory authority under the State Council, the sale of the stock shall not be subject to the time limit of 6 19 6 months. Month time limit.
Article the term "directors, supervisors, senior managers" as mentioned in this article, the term "directors, supervisors, senior managers" as mentioned in this article, the stocks held by natural person shareholders or other stocks held by natural person shareholders with equity or other securities with equity nature, including the securities held by their spouses, parents and children, including their spouses, parents Shares held by children or by using other people's accounts, or other shares held by children or by using other people's accounts, or other equity securities. Securities with equity nature.
If the board of directors of the company fails to comply with the provisions of the first paragraph, the executive shareholders of the board of directors of the company shall have the right to require the board of directors to comply with the provisions of the first paragraph of this article within 30 days. The shareholders have the right to require the board of directors to implement the decision within 30 days if the company is in charge. If the board of directors fails to implement within the above-mentioned period, the shareholders have the right to directly report to the people's court in their own name for the interests of the company. If the board of directors fails to implement within the above-mentioned period, the shareholders have the right to directly report to the people in their own name for the interests of the company
The court brought a lawsuit. The people's court brought a lawsuit.
If the board of directors of the company fails to comply with the provisions of paragraph 1 of this article, the responsible directors shall bear joint and several liabilities according to law. In case of execution, the responsible directors shall bear joint and several liabilities according to law.
Article 37 the shareholders of the company shall undertake the following obligations:
Article 38 The shareholders of the company shall undertake the following obligations:
(I) abide by laws, administrative regulations and the articles of Association;
(I) abide by laws, administrative regulations and the articles of Association;
(II) to pay for shares in accordance with the shares subscribed and the method of participation
(II) pay the share capital in accordance with the shares subscribed and the method of participation;
Gold;
(III) it shall not be returned except under the circumstances stipulated by laws and regulations
(III) the company shall not withdraw its shares except under the circumstances prescribed by laws and regulations;
Shares;
(IV) it is not allowed to abuse the rights of shareholders to damage the company or others
(IV) not abuse the rights of shareholders to damage the interests of the company or other third shareholders; It is not allowed to abuse the company's independent status as a legal person and
The interests of shareholders; 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;
