Securities code: Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) securities abbreviation: Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) Announcement No.: 2022015
Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209)
Announcement on Amending the articles of association and its annexes
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.
Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) (hereinafter referred to as “the company”) was established on April 13, 2022
The fourteenth meeting of the seventh board of directors and the second meeting of the sixth board of supervisors were held on September, which were deliberated and adopted respectively
Proposal on Amending the articles of association, proposal on Amending the rules of procedure of the general meeting of shareholders
In the proposal on Amending the rules of procedure of the board of directors and the proposal on Amending the rules of procedure of the board of supervisors,
The details are as follows:
According to the guidelines for the articles of association of listed companies (revised in 2022) and the rules for the general meeting of shareholders of listed companies (2022)
(revised in) and Shenzhen Stock Exchange Stock Listing Rules (revised in 2022)
Self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board and other relevant laws and regulations, concluded
According to the actual situation of the company, the articles of association, rules of procedure of the general meeting of shareholders, rules of procedure of the board of directors and supervision
The rules of procedure of the board were amended to read as follows:
1、 Amendments to the articles of Association
Before and after revision
Article 2 Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) Article 2 Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) (hereinafter referred to as the “company”) is a joint stock limited company established in accordance with the company law and other relevant provisions (hereinafter referred to as the “company”), and a joint stock limited company established in the form of sponsor in accordance with relevant provisions, and registered with Guangzhou Administration for Industry and commerce, Get the business certificate, register with Guangzhou market supervision and Administration Bureau, get the business license, and the unified social credit code is 914401017142188882. According to the, the unified social credit code is 914401017142188882.
(New) 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 13 in line with the development trend of socialist market economy article 13 the business purpose of the company is to vigorously promote the development of China’s food and beverage packaging machinery industry as an enterprise spirit with the trend of “turning for you”, strive to become a global leading liquid product packaging exhibition, maintain and increase the value of assets, and maintain the comprehensive provider of comprehensive solutions for assembled equipment of all shareholders, as well as the rights and interests of safe and efficient laws, Make it obtain good economic benefits. To realize the perfect transmission of customer value, safeguard the legitimate rights and interests of all shareholders, and contribute to the development of liquid product packaging equipment.
Before and after revision
Article 14 the shares of the company shall be in the form of paperless bookkeeping shares. Article 15 the shares of the company shall be in the form of shares. Form of.
Article 15 the issuance of shares of the company shall be open and public. Article 16 the issuance of shares of the company shall be open and fair. Each share of the same class shall have the same rights and interests. And other rights.
Article 40 the general meeting of shareholders is the authority of the company. According to Article 41, the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law: exercise the following functions and powers according to law:
……… ……
（15） Review the company’s equity incentive plan; （15） Review the company’s equity incentive plan and employee stock ownership plan;
……
Article 41 the following external guarantees of the company shall be subject to the approval of the general meeting of shareholders; the following external guarantees of the company shall be subject to the approval of the general meeting of shareholders:
(I) external guarantee of the company and its holding subsidiaries (I) any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries reaches or exceeds 100% of the latest audited net assets and exceeds 50% of the latest audited net assets; 10. Any guarantee provided later;
(II) the total amount of external guarantee of the company reaches or exceeds the total amount of external guarantee of the latest (II) company, and any guarantee provided after 30% of the total assets audited in the latest period exceeds 30% of the total assets audited in the latest period; protect;
(III) guarantee for the guarantee with an asset liability ratio of more than 70% (III) guarantee provided by the company to the guarantee object within one year (the last 12 months); The amount of guarantee exceeds (IV) percent of the company’s total assets audited in the latest period, and the amount of single guarantee exceeds 30% of the net assets audited in the latest period;
10% guarantee of the property; (IV) guarantee for assets and liabilities ratio exceeding 70% (V) guarantee for shareholders, actual controllers and their related parties;
Guarantee.
(V) the amount of a single guarantee exceeds 10% of the latest audited net assets;
(VI) guarantees provided to shareholders, actual controllers and their related parties.
(New) Article 43 transactions in which the company unilaterally obtains benefits without paying consideration and without any obligations, including but not limited to receiving cash assets, obtaining debt relief, accepting guarantees and financial assistance, etc, It can be exempted from the deliberation procedures of the general meeting of shareholders.
If the transaction meets the following standards and the absolute value of the company’s earnings per share in the latest fiscal year is less than 0.05 yuan, it can be exempted from the deliberation procedures of the general meeting of shareholders:
(I) the related net profit of the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds RMB 5 million;
(II) the profit generated from the transaction accounts for more than 50% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds
Before and after revision
Five million yuan.
Article 43 under any of the following circumstances, the company shall convene an extraordinary general meeting of shareholders within two months from the date of occurrence of the fact: within two months from the date of occurrence of the fact: (I) the number of directors is less than the number specified in the company law or (I) the number of directors is less than five;
Two thirds of the number specified in the articles of Association
……
Article 44 the place where the company holds the general meeting of shareholders Article 46 unless specially designated by the board of directors, the shares of the company are: Guangzhou city or the place where the board of Directors believes it is convenient for shareholders to participate in the general meeting, and the place where the company is located or other places where the board of Directors believes it is convenient for shareholders to participate in the general meeting. Other places of the east to attend the meeting. The general meeting of shareholders will set up a venue, and the general meeting of shareholders will set up a venue, which will be held in the form of on-site meetings and online investment in the form of on-site meetings. The company will also provide a combination of online voting. Shareholders participate in the general meeting of shareholders through the above-mentioned ways to facilitate shareholders’ participation in the general meeting of shareholders. If the shareholders pass the shareholders’ meeting, they shall be deemed to be present. Those who attend the general meeting of shareholders in the above ways shall be deemed to be present.
Article 45 the company shall ensure the legality of the general meeting of shareholders. Article 47 the company shall ensure the legality and effectiveness of the general meeting of shareholders, and the time and place of the on-site meeting of the general meeting of shareholders shall be convenient for the shareholders to participate. The selection of the notification point of the general meeting of shareholders shall be convenient for shareholders to participate. After the notice of the general meeting of shareholders is issued, the place of the on-site meeting of the general meeting of shareholders shall not be changed without justified reasons. If the change is really necessary, the convener shall convene the change at the on-site meeting. If the change is really necessary, the convener shall make an announcement at least 2 trading days before the date of the on-site meeting and explain the reasons. Announce and explain the reasons at least two working days before the opening day.
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 file a record with the dispatched office of the CSRC and the stock exchange. Filed by.
Before the announcement of the resolution of the general meeting of shareholders, the shareholding ratio of the convening shareholders shall not be less than 10%. Not less than 10%.
When issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders, the convening shareholders shall send an agent to the CSRC where the company is located and submit relevant supporting materials to the stock exchange when issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders. Supporting materials.
Article 56 the notice of the general meeting of shareholders includes the following contents Article 58 the notice of the general meeting of shareholders includes the following contents:
When the shareholders’ meeting adopts the online voting method, the voting time of the online voting method shall be clearly stated in the notice of the shareholders’ meeting, and the voting time and voting procedures of the online voting method shall be clearly stated in the notice of the shareholders’ meeting. And voting procedures.
When shareholders start voting through the Internet voting system
9:1 am on the day of the general meeting of shareholders
