Beijing Thunisoft Co.Ltd(300271)
Amendment to the articles of Association
In accordance with the provisions of relevant laws and regulations such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the Listing Rules of Shenzhen Stock Exchange on the gem (revised in 2020), and in combination with the actual situation of the company, the relevant provisions of the articles of association are revised as follows:
Clauses before and after modification
number
Article 3… Article 3
December 23, 2008, December 23, 2008, The second extraordinary general meeting of shareholders of the company in 2008 passed the proposal of the company’s directional capital increase and acquisition of Guangzhou Ziguang Huayu information technology, directional capital increase and acquisition of 49% equity of Guangzhou Ziguang Huayu Information Technology Co., Ltd. (hereinafter referred to as “Guangzhou Ziguang Huayu”), and the proposal of the completion of the directional capital increase plan, After the directional capital increase plan is completed, the total number of shares of the company will be changed to 55.5 million shares after the completion of the company’s shares. The total number of shares was changed to 55.5 million shares
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Article 11 the senior managers mentioned in the articles of association refer to the general manager. Article 11 the senior managers mentioned in the articles of association refer to the general manager, deputy general manager, chief financial officer, Secretary of the board of directors, deputy general manager, chief financial officer, Secretary of the board of directors and director. Other senior managers appointed by the board of directors.
Article 12 the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions (New) of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Article 21 according to the needs of operation and development, Article 22 according to the needs of operation and development, the company can increase its capital in the following ways: (I) public offering of shares; (I) public offering of shares;
(II) non public offering of shares; (II) non public offering of shares;
(III) distribute bonus shares to existing shareholders; (III) distribute bonus shares to existing shareholders;
(IV) increase the share capital with the accumulation fund; (IV) increase the share capital with the accumulation fund;
(V) other methods stipulated by laws and administrative regulations, as well as the laws and administrative regulations of the CSRC and approved by the China Securities Regulatory Commission. Other methods approved by the supervision and Administration Commission (hereinafter referred to as the CSRC).
Article 23 under the following circumstances, the company may not purchase its own shares in accordance with Article 24. However, the provisions of laws, administrative regulations, departmental rules and the articles of association are, except for one of the following circumstances:
To acquire shares of the company:
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Except for the above circumstances, the company will not buy or sell the company
Activities of the company’s shares.
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 and regulations, or through other methods recognized by the French Securities Regulatory Commission. Regulations and other methods approved by the CSRC.
Article 31 directors, supervisors and senior managers of the company Article 32 the directors, supervisors and senior managers of the company shall make the above commitments in the statement and commitment of directors (supervisors and senior managers). The directors and directors of the company make the above commitments in the letter of commitment. The company’s supervisors, senior managers, shareholders holding more than 5% of the company’s shares, directors, supervisors, senior managers or shareholders holding more than 5% of the company’s shares sell or sell the company’s shares or their members, the company’s shares or other equity securities held by them within six months after purchase, and the equity securities are sold or sold within six months after purchase, Or buy again within six months after the sale, and then buy again within six months after the sale. The income from this will belong to the company, and the board of directors of the company will take over the company, and the board of directors of the company will recover its income. Benefits. However, unless a securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, the directors, supervisors, senior managers and votes mentioned in the preceding paragraph, and the shares held by Chinese natural person shareholders or other circumstances with equity specified by the CSRC.
Securities of nature, including the shares held by the directors, supervisors, senior managers and by their spouses, parents and children mentioned in the preceding paragraph and by using the accounts of others, or the shares held by other natural person shareholders or other securities of the nature of equity. Securities of a nature, including those held by their spouses, parents and children, which are not executed by the board of directors of the company in accordance with the provisions of the preceding paragraph, and those held in other people’s accounts or other shareholders have the right to require the board of directors to execute within 30 days. The directors of the company have equity securities.
If the board of directors fails to implement within the above-mentioned period, the shareholders have the right to directly apply to the people’s court in their own name for the benefit of the company that the board of directors does not implement the company in accordance with paragraph 1 of this article, and the shareholders have the right to require the board of directors to implement within 30 days. Bring a lawsuit.
If the board of directors of the company fails to execute within the above-mentioned time limit, and the shareholders have the right of the board of directors of the company not to execute in accordance with the provisions of paragraph 1, if they directly report to others in their own name for the interests of the company, the responsible directors shall bear joint and several liabilities in accordance with the law. The people’s court brought a lawsuit.
If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, the responsible directors shall bear joint and several liabilities according to law.
Article 39 The shareholders of the company shall undertake the following obligations: Article 40 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) pay the shares according to the shares subscribed and the method of participation; (II) pay the share capital according to the shares subscribed and the method of participation; Gold;
(III) the company shall not withdraw its shares except as provided by laws and regulations; Shares;
(IV) not abusing shareholders’ rights to damage the company or other shareholders; (IV) not abusing shareholders’ rights to damage the interests of the company or other shareholders; The independent status of the company’s legal person and the interests of shareholders shall not be abused; 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; Shareholders’ limited liability damages the interests of creditors of the company;
If the shareholders of the company abuse their rights to cause losses to the company or its (V) other shareholders who should be liable for other shareholders according to laws, administrative regulations and the articles of association, they shall bear other obligations of compensation according to law.
Ren. Where the shareholders of a company abuse their rights and cause losses to the company or its shareholders by abusing the independent status of the company’s legal person and other shareholders, they shall bear the liability for compensation according to law, evade the debt and seriously damage the creditor’s rights of the company.
If the interests of the company’s creditors are, they shall be jointly and severally liable for the debts of the company. The shareholders of the company abused the independent status of the company’s legal person and share (V) the provisions of laws, administrative regulations and the articles of association, should assume the limited liability of Chengdong, evade debts and seriously damage the creditor’s rights of the company
Other obligations. If the interests of the company’s creditors are, they shall be jointly and severally liable for the debts of the company.
Article 41 the controlling shareholder and actual controller of the company Article 42 the controlling shareholder and actual controller of the company shall not use their affiliated relationship to damage the interests of the company. Violation of regulations shall not use its affiliated relationship to damage the interests of the company. Those who violate the regulations and cause losses to the company shall be liable for compensation. Those who cause losses to the company shall be liable for compensation Ren
Article 42 the general meeting of shareholders is the authority of the company, and Article 43 the general meeting of shareholders is the authority of the company. It shall exercise the following functions and powers according to law:
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（15） Review the equity incentive plan; （15） Review the equity incentive plan and employee stock ownership plan;
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Article 49… Article 50
If the board of directors does not agree to convene the extraordinary general meeting of shareholders, or the board of directors does not agree to convene the extraordinary general meeting of shareholders, or fails to give feedback within 10 days after receiving the request, or fails to give feedback within 10 days after receiving the request alone, the shareholders who individually or jointly hold more than 10% of the shares of the company and the shareholders who jointly hold more than 10% of the shares of the company have the right to propose to the board of supervisors to convene the extraordinary general meeting of shareholders, And shall propose to the board of supervisors to convene an extraordinary general meeting of shareholders, and shall submit a request to the board of supervisors in writing. Submit a written request to the board of supervisors.
If the board of supervisors agrees to convene an extraordinary general meeting of shareholders, it shall, if the board of supervisors agrees to convene an extraordinary general meeting of shareholders, send a notice of convening the general meeting of shareholders within 5 days after receiving the request, and send a notice of convening the general meeting of shareholders within 5 days after receiving the request. Any change to the original proposal in the notice shall be subject to the consent of the relevant shareholders. Your consent.
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Article 50 if the board of supervisors or shareholders decide to convene a shareholders’ meeting on their own, they shall notify the board of directors in writing. If the board of supervisors or shareholders decide to convene a shareholders’ meeting on their own, they shall notify the board of directors in writing. At the same time, they shall report to the local office of the CSRC and the stock exchange for the record.
keep on record. Before issuing the announcement of the resolution of the general meeting of shareholders, the shareholding ratio of the calling shares from the issuance of the notice of the general meeting of shareholders to the end of the general meeting of shareholders shall not be less than 10%.
During the same day, the shareholding ratio of the convening shareholders shall not be less than 10% of that of the board of supervisors or the convening shareholders. When the notice and the announcement of the resolution of the general meeting of shareholders are issued, the relevant supporting materials submitted to the board of supervisors of securities and exchange or the convening shareholders shall be issued at the general meeting of shareholders.
When the notice and the announcement of the resolution of the general meeting of shareholders are made, it shall be submitted to the company’s seat
Local offices of CSRC and stock exchanges
Relevant supporting materials. Article 51 for the general meeting of shareholders convened by the board of supervisors or shareholders, Article 52 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 shall cooperate with the general meeting of shareholders, and the board of directors and the Secretary of the board of directors shall cooperate. The board of directors shall provide the names of shareholders on the date of equity registration. The board of directors will provide the register of shareholders on the equity registration date. Book. Article 56 the notice of the general meeting of shareholders includes the following contents Article 57 the notice of the general meeting of shareholders includes the following contents
