Securities code: 003004 securities abbreviation: Beijing Telesound Electronics Co.Ltd(003004) Announcement No.: 2022-006
Beijing Telesound Electronics Co.Ltd(003004)
Announcement on changing the registered address of the company and amending the articles of Association
The company and all members of the board of directors guarantee that the content of information disclosure is true, accurate and complete without falsehood
False records, misleading statements or material omissions.
Beijing Telesound Electronics Co.Ltd(003004) (hereinafter referred to as " Beijing Telesound Electronics Co.Ltd(003004) " or "the company") was established in January 2022
On June 6, the 14th meeting of the Fourth Board of directors was held, which deliberated and adopted the notice on changing the registered address and
The proposal to amend the articles of association is proposed to amend the corresponding provisions of the articles of Association (finally based on the project)
Subject to the registration of the supplier), the specific contents are as follows:
1、 Relevant information about the change of the company's registered address
The company intends to change its registered address from "4 / F, No. 7 (incubation building), Fengxian Middle Road, Yongfeng base, Haidian District, Beijing"
Changed to "101, floors 1 to 5, building 11, courtyard 9, FengHao East Road, Haidian District, Beijing".
2、 Amendments to the articles of Association
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Article 5 company domicile: yongfengji, Haidian District, Beijing article 5 company domicile: Floor 4, building 11, yard 9, FengHao East Road, Haidian District, Beijing, floor 1, No. 7, Fengxian Middle Road (incubation building). Floors 1 to 5 101.
Postal Code: 100094 postal code: 100094
Article 24 the company may purchase its own shares. Article 24 the company may purchase its own shares through public centralized selection of one of the following methods: trading method, or other methods recognized by laws, regulations and the CSRC. 2 (I) centralized bidding trading method at the stock exchange; that 's ok. The company's method of offer due to items (III), (V) and (VI) (II) of Article 23; The acquisition of the company's shares under the circumstances specified in item shall be through public centralized delivery (III) or other means approved by the CSRC. Easy way.
Article 25 Where the company purchases the shares of the company due to the circumstances specified in items (I), (II) (I) and (II) of Article 23 of the articles of association, it shall be resolved by the general meeting of shareholders; The of the company's shares shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 23 and items (III) and (V) of Article 23 of the articles of association, it may purchase its shares in accordance with the conditions specified in items and (VI) of the articles of association or authorized by the general meeting of shareholders, with more than two-thirds of the directors present, It may be in accordance with the provisions of the articles of association or the resolutions of the shareholders' meeting.
The authorization of the general meeting and the acquisition of the company's shares by the company attended by more than two-thirds of the directors in accordance with the provisions of Article 23 belong to the resolution of (I) board meeting. In case of any of the above circumstances, it shall be cancelled within 10 days from the date of acquisition; Belongs to (II)
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If the company purchases its own shares and item (IV) in accordance with Article 23, it shall transfer or cancel it within 6 months. After the receipt of the share, if it falls under the circumstances of item (I), it shall be cancelled within 10 days from the date of purchase of the company under the circumstances of item (III), (V) and (VI); If the total number of shares of the company held in Item (II) shall not exceed the total number of issued shares of the company in Item (IV), 10% of the amount shall be transferred within 6 months, and shall be transferred or cancelled within 3 years.
Or log off. It belongs to items (III) and (V). The specific implementation rules shall be implemented in accordance with the latest effective laws, regulations or rules. In case of item (VI), the company's total assets held by the company
The number of shares of the company shall not exceed the total issued shares of the company
10% of the amount and shall be transferred or transferred within three years
cancellation.
Where a company purchases its own shares, it shall comply with the
Perform information disclosure in accordance with the provisions of the securities law of the people's Republic of China
Obligations. The company is due to items (III) and (III) of Article 23
Acquisition of the company under the circumstances specified in items (V) and (VI)
The shares of the company shall be traded through a public centralized trading party
Proceed in an orderly manner.
Article 29 the company's directors, supervisors, senior managers and shareholders holding more than 5% of the shares of the company's directors, supervisors and senior management department shall sell the company's shares or other personnel, shareholders holding more than 5% of the company's shares and securities of stock nature within 6 months after purchase, Or buy the company's shares held by them within 6 months after they are sold, and the resulting income belongs to the company. If they are sold within the company or bought within 6 months after they are sold, the board of directors will recover their income. However, if a securities company holds more than 5% of the shares due to the purchase and sale of the remaining shares after the directors of the company, the proceeds from the sale of the shares will not be subject to 6 months. However, securities companies are limited by the time of month.
If the sole underwriter purchases the remaining after-sales shares and holds more than 5% of the shares, the four shares held by the directors, supervisors, senior managers and natural person shareholders mentioned in the preceding paragraph shall not be subject to the time limit of six months. Stocks or other securities with equity nature, including their spouses, parents and the board of directors of the company who fail to implement the provisions of the preceding paragraph, and stocks or other shares held by shareholders' children or by using other people's accounts, shall have the right to require the board of directors to implement them within 30 days.
Securities of the nature of the company's board of directors.
If the board of directors fails to implement within the above-mentioned period, the shareholders have the right for the board of directors of the company. If the board of directors fails to implement in accordance with the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to implement directly to the people in their own name within 30 days. If the board of directors of the company fails to execute within the above-mentioned period, it shall file a lawsuit with the court. East has the right to directly bring a lawsuit to the people's court in its own name for the benefit of the company. If the board of directors of the company fails to implement the provisions of paragraph 1, it shall bring a lawsuit.
The responsible directors shall be jointly and severally liable according to law. 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.
newly added:
Article 42 the following related party transactions of the company shall be deliberated and approved by the general meeting of shareholders:
1. Transactions between the company and related parties (except cash assets and guarantees provided by listed companies) with an amount of more than 30 million yuan and accounting for more than 5% of the absolute value of the company's latest audited net assets, It shall be submitted to the general 5- meeting of shareholders for deliberation.
2. Any guarantee provided by the company for related parties, regardless of the amount, shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors.
3. For the first daily connected transaction, if the transaction amount involved in the agreement meets the above standards, it shall be deliberated and decided by the general meeting of shareholders. For the daily connected transaction agreement that has been deliberated and approved by the board of directors or the general meeting of shareholders and is being implemented, if the main terms of the agreement change significantly during the implementation process or the agreement needs to be renewed at the expiration of the agreement, The transaction amount involved in amending or renewing the agreement reaches
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The above standards shall be deliberated and decided by the general meeting of shareholders. For a large number of daily connected transactions that occur every year, the company can reasonably predict the total amount of daily connected transactions that will occur in the current year before disclosing the report of the previous year. If the estimated amount meets the above standards, It shall be deliberated and decided by the general meeting of shareholders. If the amount of daily connected transactions exceeds the expected total amount in the actual implementation, and the excess amount reaches the above standards, it shall be deliberated and decided by the general meeting of shareholders.
4. Connected transactions that meet the standards specified in Article 44 of the articles of association.
newly added:
Article 43 the financial assistance provided by the company shall be submitted to the general meeting of shareholders for deliberation under any of the following circumstances:
6 - (I) the latest audited asset liability ratio of the funded object exceeds 70%;
(II) the amount of single financial assistance or the cumulative amount of financial assistance provided within 12 consecutive months exceeds 10% of the company's latest audited net assets;
(III) other circumstances stipulated by Shenzhen Stock Exchange or the articles of association.
newly added:
Article 44 Where a transaction of the company (excluding the company's donated cash assets) meets one of the following standards, it shall be submitted to the general meeting of shareholders for deliberation:
(I) the total assets involved in the transaction account for more than 50% of the total audited assets of the listed company in the latest period, and the total assets involved in the transaction also have a book value
