Securities code: Nacity Property Service Group Co.Ltd(603506) securities abbreviation: Nacity Property Service Group Co.Ltd(603506) Announcement No.: 2022018 Nacity Property Service Group Co.Ltd(603506)
Announcement on Amending the articles of association and handling industrial and commercial change registration
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Nacity Property Service Group Co.Ltd(603506) (hereinafter referred to as "the company") held the second meeting of the third board of directors on April 15, 2022, deliberated and adopted the proposal on Amending the articles of association and handling industrial and commercial change registration.
According to the relevant provisions of the company law, securities law, guidelines for the articles of association of listed companies, listing rules of Shanghai Stock Exchange and other relevant laws, regulations and normative documents in January 2022, and in combination with the actual situation of the company, it is proposed to amend some provisions of the articles of Association as follows:
Contents of the original articles of association and the revised articles of Association
Article 11 other senior managers mentioned in the articles of association Article 11 other senior managers mentioned in the articles of association refer to the company's executive vice president, vice president and member, and refer to the company's vice president, the Secretary of the board of directors, the Secretary of the board of directors and the person in charge of finance. Financial director.
New article 12 (the number of subsequent articles is automatically Article 12) the company shall establish a Communist Party to organize and carry out party activities in accordance with the number 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 the business scope of the company is determined by the registration according to law. Article 14 the business scope of the company is: licensed items: high-risk sports (swimming): licensed items: high-risk sports (swimming); Municipal solid waste business services; Various types of industrial swimming); Municipal solid waste business services; Construction activities; Construction engineering design; Residential indoor engineering construction; Construction engineering design; Residential interior decoration; Installation, transformation and repair of special equipment; Chapter II decoration; Installation, transformation and repair of special equipment; The second category of value-added telecommunications services; Value added telecommunication services for urban construction waste disposal; Urban construction waste disposal (clearing and transportation); Operation of sports facilities (excluding high-risk transportation); Food and Beverages; Heating services. (legal sports); Food and Beverages; For the items that must be approved for food business, they can only be approved by relevant departments (selling prepackaged food) (business activities can be carried out if they must be approved according to law, and the specific business items shall be subject to the relevant items, and the approval documents or licenses of the business department shall be subject to the approval of relevant departments). For general activities, the specific business items shall be subject to the approval results). Project: property management; hotel management; General items of urban and rural appearance management: property management; hotel management; Urban and rural management; Municipal facilities management; Urban greening management; Catering and city appearance management; Municipal facilities management; Urban greening management; Commercial complex management services; Park management; Catering management; Parking service; Housekeeping services; Management services; Operation of sports facilities (excluding high-risk park management services; professional cleaning, cleaning and disinfection risky sports); Professional cleaning, cleaning and disinfection services; Aviation operation support services; Aviation business drug service; Parking service; Housekeeping services; Aviation affairs; Real estate consulting; Housing lease; Information consulting and operation support services; Aviation business services; Real estate services (excluding licensing information consulting services); Conference consultation; Housing lease; Information consulting services (excluding and exhibition services; etiquette services; packaging services; construction permit information consulting services); Cleaning services for conference and exhibition buildings; Landscape engineering construction; Housing; The etiquette Service; Packaging services; Building cleaning, water and electricity installation and maintenance services; Furniture installation and maintenance services; Landscape engineering construction; Residential water, electricity and safety services; Household appliances installation services; Daily electrical appliances repair and maintenance services; Furniture installation and maintenance services; Family management; Water conservancy related consulting services; Installation service of electrical appliances for information system integration; Repair of household appliances; Water services; Information system operation and maintenance services; Technical service related consulting services; Information system integration service; Information service, technology development, technical consultation, technical exchange and information system operation and maintenance services; Technical services, technology transfer and technology promotion; Sales development, technical consultation, technical exchange, technology transfer and sale of building decoration materials; Sales of security equipment; Retail of hardware products; Promotion of cultural technology; Sales of security equipment; Retail of stationery and spare parts; Furniture sales; Sales of household appliances; Sale; Furniture sales; Sales of agricultural and sideline products; Daily clothing sales; Sales of agricultural and sideline products; Clothing retail; Retail of kitchenware, sanitary ware and daily sundries; Labor decoration retail; Retail of kitchenware, sanitary ware and daily sundries; Handle the sales of protective articles; Repair of special equipment; Ge equipment sales; Sales of labor protection articles; Repair of special equipment; Engineering management services; Internet of things application equipment repair; General equipment repair; Engineering management service; Maintenance of electronic and mechanical equipment (excluding special services; Internet of things application services; electronic and mechanical equipment); Fitness and leisure activities; Property service evaluation; Maintenance (excluding special equipment); Fitness and leisure activities; Water pollution control; Residents' daily life services; Unit property service evaluation; Commercial complex management services; Logistics management services; Market management services; Replace water pollution control; Heating services; Residents' daily life driving service; Ticket agency service; Patient care services; Services; Unit logistics management services; Valet driving service; Nursing institution services (excluding medical services); Market ticket agency service; Patient care services; Nursing machine marketing planning; Professional design services; Food sales (services only) (excluding medical services); Marketing strategy (selling prepackaged food); Internet sales (excluding sales planning; professional design services; Internet sales (excluding sales of goods requiring license); Lamp sales; Automobile sales of goods requiring license); Sales of building materials; Lamp decoration products sales. (in addition to the sales of items and appliances that must be approved according to law; the sales of electronic products; the sales of automobile decoration products, the sales of business activities shall be carried out independently according to law with the business license; the retail of Arts and crafts and collectibles (Ivory movement) (the final approval shall be subject to the approval of the industrial and commercial registration authority). And its products) (except for the items that must be approved according to law, carry out business activities independently according to law with the business license) (subject to the final approval of the industrial and commercial registration authority). Article 23 the company may purchase shares of the company under the following circumstances. Article 24 the company shall not purchase shares of the company in accordance with laws, administrative regulations, departmental rules and this chapter. However, there are one of the following exceptions: purchasing the shares of the company according to the provisions of Cheng: (1) reducing the registered capital of the company;
（1） Reduce the registered capital of the company; （2） Merge with other companies holding shares of the company (2) merge with other companies holding shares of the company;
Merger of companies; （3） Use the shares in the employee stock ownership plan or (3) use the shares in the employee stock ownership plan or equity incentive;
Equity incentive for investors; （4） (4) the shareholders request the company to acquire the company's shares because they disagree with the company's resolution on merger and division made at the general meeting of shareholders (4) the shareholders request the company to acquire the company's shares because they disagree with the resolution on merger and division made at the general meeting of shareholders;
Purchase its shares; (V) use the shares to convert the shares issued by the company; (V) use the shares to convert the listed company to issue corporate bonds convertible into shares;
Corporate bonds convertible into shares; (VI) the company is necessary to maintain the company's value and shareholders. (VI) the listed company is necessary to maintain the company's value and rights and interests.
Necessary for shareholders' equity.
Except for the above circumstances, the company will not buy or sell its shares.
Article 25 Where a company purchases its own shares, it may purchase its own shares
Through open centralized trading, or through one of the following methods:
Laws, administrative regulations and other approved by the CSRC
（1） The stock exchange shall conduct centralized bidding in the form of trading parties.
Formula; The company's method of offer due to paragraph 1 (2) of Article 24 of the articles of Association; (III), (V), (VI), (III) other methods approved by the CSRC. The acquisition of the company's shares under the specified circumstances shall be carried out through the company's centralized trading method that has been made public due to Article 23 (III) of the articles of association.
The acquisition of shares of the company under the circumstances specified in item, item (V) and item (VI) shall be carried out through public centralized trading. Article 25 Where the company acquires the shares of the company specified in items (I) and (II) of paragraph 1 of this article for the reasons of items (I) and (II) of Article 23 and 26 of this articles of association, it shall be subject to the resolution of the general meeting of shareholders; The acquisition of the company's shares by the company shall be subject to the resolution of the shareholders' meeting due to items (III), (V) and (VI); If the company purchases the shares of the company due to the reasons in paragraph 1 of Article 24 of the articles of association, it shall purchase the shares of the company under the circumstances specified in the resolutions of the board meeting attended by more than two-thirds of the directors in paragraph (III), (V) and (VI) of paragraph 3. If the company purchases the shares of the company, it shall pass three-year deliberation. At the meeting of the board of directors attended by more than two thirds of the directors, it was decided that the company would purchase the proposal in accordance with Article 23.
If the shares of the company fall under the circumstance of item (I), the company shall cancel them within 10 days from the date of acquisition in accordance with the provisions of paragraph 1 of Article 24; After the purchase of the company's shares, if it falls under the circumstances of item (I), (II) and (IV), it shall be cancelled within 10 days from the date of acquisition; Transfer or cancellation within 6 months; In the case of item (III) in Item (II) and item (IV), in the case of item (V) and item (VI), it shall be transferred or cancelled within six months; If the total number of shares of the company held by the company in Item (III) shall not exceed item (V), item (VI), 10% of the total issued shares of the company shall be and the total number of shares of the company held by the company shall not exceed the number of shares of the company, which shall be transferred or cancelled within three years. 10% of the total issued shares of the company and shall be transferred or cancelled within three years.
Article 29 directors, supervisors and senior managers of the company Article 30 shareholders, directors, supervisors and senior managers of the company who hold more than 5% of the shares of the company and more than 5% of the shares of the company shall sell their shares of the company within 6 months after buying them, Or within six months after the sale, the securities of equity nature are sold and purchased within six months after the purchase, and the resulting income belongs to the company. If the principal is paid out, or the securities are bought again within six months after the sale, the board of directors of the company will recover the income. However, this income belongs to the company, and the director securities company of the company will recover its income due to the underwriting and purchase of after-sales surplus shares. However, if a securities company holds more than 5% of the shares, the sale of the shares is not subject to 6 the time limit of holding 5% of the remaining shares after the purchase package sale. Unless the board of directors of the company fails to implement other circumstances in accordance with the provisions of the preceding paragraph.
The shareholders have the right to require the board of directors to act as the director, supervisor and senior manager mentioned in the preceding paragraph within 30 days. If the board of directors of the company fails to execute within the above-mentioned time limit, the shares held by the shareholders or natural person shareholders or other shareholders have the right to have equity securities in their own name for the interests of the company, including their spouses, parents, and directly bring a lawsuit to the people's court. The board of directors of the company does not hold or other equity securities in accordance with the provisions of paragraph 1. If yes, the responsible directors shall be jointly and severally liable according to law. The board of directors of the company does not act in accordance with the provisions of paragraph 1 of this article. In case of execution, the shareholders have the right to require the board of directors to execute within 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 of this article, the responsible directors shall bear joint and several liabilities according to law.
Article 40 the general meeting of shareholders is the power organ of the company Article 41 the general meeting of shareholders is the power organ of the company, which exercises the following functions and powers according to law:
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（12） (12) to review and approve the Guarantees specified in Article 41
