Comparison table of amendments to Huasi Holding Company Limited(002494) articles of Association (revised in April 2022)
Articles of association after modification
Article 6 the registered capital of the company is RMB. Article 6 the registered capital of the company is RMB
385560818 yuan. 377310718 yuan.
Article 13 after registration according to law, the business scope of the company Article 13 after registration according to law, the business scope of the company: research and development of agricultural high-tech products; Clothing and clothing: general items: clothing manufacturing; Clothing manufacturing; Processing, marketing and retail of fur, leather, tail hair and their products; Fur tanning processing; Fur sale; Acquisition of raw leather required for the production of the enterprise; Processing of commodity products; Leather products manufacturing; Clothing research and development; And technology import and export business (prohibited by the state or wholesale of clothing and apparel; sales of accessories; except for goods requiring approval). Import and export of its own funds to non-state enterprises; Technology import and export; Investment in technical services, prohibited or restricted industries; Warehouse service technology development, technical consultation, technical exchange and technical service; Fur and products identification. (transfer and technology promotion must be approved according to law; projects invested with self owned funds can only be carried out with the approval of relevant departments; brand management; activities with self owned funds) to engage in investment activities; Sales of agricultural and sideline products; Purchase of livestock and poultry; Non residential real estate leasing; General cargo warehousing services (excluding hazardous chemicals and other items requiring approval); Park management services; estate management; Commercial complex management services; (except for the items subject to approval according to law, the business activities shall be carried out independently according to law with the business license) the above business scope is tentative, and the specific details shall be subject to the examination and approval of the market supervision department.
Article 12 the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions of the “None” and the new articles in 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 Article 20 the total number of shares of the company is
385560818 shares, all RMB ordinary shares. 377310718 shares, all RMB ordinary shares. Article 28 the shares of the company held by the promoters Article 29 the shares of the company held by the promoters shall not be transferred within one (1) year from the date of establishment of the company. Shares issued before the company’s public offering may be transferred. 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 handed over on the stock exchange. It shall not be transferred within one year from the date of trading in the city.
The directors, supervisors and senior managers of the company shall report to the directors, supervisors and senior managers of the company the shares held by the company and the shares held by the company and their changes to the company, as well as the changes of the shares transferred every year during their term of office, During his term of office, the number of shares transferred each year shall not exceed the total number of shares held by him in the company, and shall not exceed twenty-five percent (25%) of the same kind of shares held by him in the company; Twenty five percent (25%) of the total number of shares of the company held; One (1) share of the company held by the company shall not be transferred within one year from the date of listing and trading of the company’s shares. The above-mentioned personnel shall not be transferred within one (1) year from the date of half a year after their resignation. The above-mentioned persons shall not transfer the shares of the company held by them. The employee shall not transfer the shares of the company declared by the directors, supervisors and senior managers of the company within half a year after his resignation. Within 12 months after leaving office, the number of shares of the company sold through listing and trading in Shenzhen Stock Exchange shall not exceed 50% of the total number of shares of the company held by him. Article 29 the directors, supervisors and senior managers of the company Article 30 the directors, supervisors, senior managers, persons holding fivepercent (5%) of the company’s shares and shareholders holding more than fivepercent (5%) of the company’s shares shall sell the company’s shares held by shareholders holding more than fivepercent (5%) of the company’s shares within six (6) months after the purchase, Or other securities with equity nature are bought or bought within six (6) months after they are sold, and sold within six (6) months after they are sold, or the proceeds obtained after they are sold belong to the company, and the directors of the company buy them again within six (6) months, and the resulting proceeds will be recovered by the board of directors. However, the securities are owned by the company, and the board of directors of the company will recover the income from Baiqi held by the company due to the underwriting of the remaining after-sales shares purchased by the company. However, if the securities company underwrites more than five percent (5%) of the shares, it will sell the shares to buy the remaining after-sales shares and hold five percent of the votes, which is not subject to the time limit of six (6) months. (5%) or more shares, and the board of directors of CSRC fails to comply with the provisions of the preceding paragraph, except under other circumstances specified by the board of directors. Dong has the right to require the board of directors to hold the position of director, supervisor, senior manager and bank as mentioned in the preceding paragraph within thirty (30) days. If the board of directors of the company fails to execute the shares held by natural person shareholders or other rights within the above-mentioned period, shareholders have the right to directly bring a lawsuit to the people’s court in the name of their own equity securities, including their spouses, parents and parents, for the benefit of the company. The board of directors of the company does not execute votes or other securities of equity nature in accordance with the provisions of paragraph 1 for shares held by children and held in other people’s accounts. The responsible directors shall be jointly and severally liable according to law. The board of directors of the company does not hold office in accordance with the provisions of paragraph 1 of this article. If yes, the shareholders have the right to require the board of directors to implement it within thirty (30) days.
If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people’s court in their own name for the benefit of the company.
If the board of directors of the company fails to implement the provisions of paragraph 1, the responsible directors shall bear joint and several liabilities according to law.
Article 39 the controlling shareholder and actual controller of the company Article 40 the controlling shareholder and actual controller of the company shall not use their affiliated relationship to damage the interests of the company. Those who violate the regulations and cause losses to the company shall be punished. Those who violate the regulations and cause losses to the company shall be liable for compensation. It shall be liable for compensation.
The controlling shareholders and actual controllers of the company have the obligation of good faith to the company and its controlling shareholders and actual controllers to the company and its public shareholders. The shareholders who hold the public shares of the company have the obligation of good faith. The shareholders of shares shall exercise the rights of the contributor in strict accordance with the law, and the controlling shareholders shall exercise the rights of the contributor in strict accordance with the law. The controlling shareholders shall not make use of profit distribution, asset group, foreign investment, capital occupation, loan guarantee and other assets reorganization, foreign investment, capital occupation The way of borrowing damages the legal rights and interests of the company and the public shareholders by means of joint guarantee, etc. it is not allowed to use its control position to damage the legitimate rights and interests of the company’s shareholders, and it is not allowed to use its control position and the interests of the company’s public shareholders. Damage the interests of the company and its public shareholders, and the operating interests of the company, its controlling shareholders and related parties. In sexual capital transactions, the occupation of the company’s funds shall be strictly restricted. The company shall not provide funds, assets and resources directly or indirectly to the controlling shareholders and their related parties by means of advance payment of wages, welfare, insurance, advertising and other expenses, advance investment payment, or bear costs and other expenses on behalf of each other. The company shall not directly or indirectly provide funds to the controlling shareholders and related parties in the following ways: (I) borrow the company’s funds to the controlling shareholders and related parties for use with compensation or free of charge; (II) providing entrusted loans to related parties through banks or non bank financial institutions; (III) entrust controlling shareholders and related parties to carry out investment activities; (IV) issuing commercial acceptance bills for controlling shareholders and related parties without real transaction background; (V) repay debts on behalf of controlling shareholders and related parties; (VI) other methods recognized by the CSRC. If the controlling shareholders and related parties occupy the company’s funds, they can immediately apply for judicial freezing of the shares held by the controlling shareholders after being proposed by more than 1 / 2 of the independent directors of the company and approved by the board of directors of the company. The specific repayment method shall be implemented according to the actual situation. When the board of directors deliberates relevant matters, related directors need to withdraw from voting. When the board of directors fails to perform the above duties, more than one-half (1 / 2) of the independent directors, the board of supervisors and shareholders who individually or jointly hold more than ten percent (10%) of the total voting shares of the company have the right to report to the securities regulatory authority and request to convene an extraordinary general meeting of shareholders to make resolutions on relevant matters in accordance with the provisions of the articles of association. During the deliberation of relevant matters at the extraordinary general meeting of shareholders, the controlling shareholders of the company shall withdraw from voting according to law, and the total number of voting shares held by them shall not be included in the total number of effective voting shares at the general meeting of shareholders. Article 40 the general meeting of shareholders is the power of the company Article 41 the general meeting of shareholders is the power of the company
The organization shall exercise the following functions and powers according to law: the organization shall exercise the following functions and powers according to law:
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（15） Review the equity incentive plan; （15） (XVI) review the equity incentive plan and employee holding plan (XVI) review the laws, administrative regulations and departmental stock regulation plan; Chapter 16 or the articles of association shall be decided by the general meeting of shareholders (XVI) to consider other matters of laws, administrative regulations and departments. Other matters that shall be decided by the general meeting of shareholders in accordance with the rules or the articles of association.
The functions and powers of the above general meeting of shareholders shall not be exercised by the board of directors or other institutions and individuals in the form of authorization.
Article 41 the following external guarantees of the company and Article 42 the following external guarantees of the company shall be reviewed and approved by the general meeting of shareholders. It shall be reviewed and approved by the general meeting of shareholders.
(I) any guarantee provided by the company and its holding subsidiaries after the total amount of external guarantee to (I) the company and its holding subsidiaries reaches or exceeds the total amount of guarantee audited in the latest period and exceeds 50% of the net assets of the company after 50% of the net assets audited in the latest period; Any guarantee provided by the;
(II) the total amount of external guarantee of the company reaches or exceeds (II) the total amount of external guarantee of the company and its holding subsidiaries, which accounts for 3% of the total assets audited in the latest period, and exceeds any guarantee provided by the company after ten (30%) of the total assets audited in the latest period; After thirty percent (30%) of the assets, provide (III) any guarantee with an asset liability ratio of more than 70%; (70%) of the guarantee objects; (III) the guarantee provided for the guarantee object whose single guarantee amount exceeds 70% (70%) of the audited asset liability ratio in the latest period according to the data of the latest financial statements;
Guarantee of ten percent (10%) of net assets; (IV) if the amount of a single guarantee exceeds ten percent (10%) of the company’s audited net assets in the latest (V) consecutive twelve (12) months, the guarantee exceeds one hundred percent of the company’s audited total assets in the latest period;
Thirty percent (30%); (V) the accumulative amount of guarantee in the last twelve months (VI) the amount of guarantee in consecutive twelve (12) months exceeds 30% of the company’s latest audited total assets and the company’s latest audited net assets; Fifty percent (50%) and the absolute amount exceeds five thousand (VI) to shareholders, actual controllers and other public companies in the amount of ten thousand yuan (¥ 50000000); Guarantee provided by related parties of the company.
(VII) guarantee provided to shareholders, actual controllers and other listed companies when the general meeting of shareholders deliberates the related parties in Item (V) of the preceding paragraph; In the event of a guarantee, it shall be subject to the other guarantee conditions specified in the articles of association of the shareholders (VIII) attending the meeting. Dongsuo
