Securities code: Quectel Wireless Solutions Co.Ltd(603236) securities abbreviation: Quectel Wireless Solutions Co.Ltd(603236) Announcement No.: 2022020 Quectel Wireless Solutions Co.Ltd(603236)
Announcement on Amending the articles of Association
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.
Quectel Wireless Solutions Co.Ltd(603236) (hereinafter referred to as "the company") convened the sixth meeting of the third board of directors on April 15, 2022, deliberated and adopted the proposal on Amending the articles of association. The relevant information is hereby announced as follows:
In accordance with the company law of the people's Republic of China, the securities law, the guidelines for the articles of association of listed companies and other relevant provisions, and in combination with the actual situation that the company plans to convert capital reserve into share capital, the company modifies the corresponding provisions of the articles of association.
The specific amendments to the articles of association are as follows:
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Article 2 the company is a joint stock limited company established in accordance with the provisions of the company law and other laws, regulations and normative documents. limited company.
Shanghai Quectel Wireless Solutions Co.Ltd(603236) Technology Co., Ltd. is a joint stock limited company established by Shanghai Quectel Wireless Solutions Co.Ltd(603236) Technology Co., Ltd. in an overall change. The joint stock limited company established in an overall change is registered with Shanghai market supervision and Administration Bureau, registered with Shanghai market supervision and Administration Bureau, and obtained the business license. Unified social credit code. The unified social credit code is 9131 Shenzhen Wongtee International Enterprise Co.Ltd(000056) 31196115. 9131 Shenzhen Wongtee International Enterprise Co.Ltd(000056) 31196115。
Article 6 the registered capital of the company is RMB. Article 6 the registered capital of the company is RMB 145370828. 188982076 yuan.
Article 11 other senior managers mentioned in the articles of association Article 11 other senior management personnel mentioned in the articles of association refer to the deputy general manager and directors of the company, and refer to the deputy general manager, the Secretary of the board of directors, the person in charge of Finance and the chief financial officer of the company. The person in charge of finance.
Article 12 business purpose of the company: high quality article 12 business purpose of the company: committed service and advanced technology are the guarantee of our survival, making outstanding contributions to the development of the global Internet of things, giving material evidence, scientific management and continuous improvement are the theme of our better connection with things, things and people, and industrial innovation and development. Customer satisfaction and success are our infinite possibilities, Create a better "smooth connection of all things" and unswerving pursuit. We are committed to developing and building a world and achieving a smart earth. Provide one-stop service with advanced technology and subjects, provide customers with sustainable management, continue to provide customers with the best service, continue to develop overall solution services, achieve wisdom, work hard and forge ahead, and continuously increase investment to improve
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Earth. Comprehensive competitiveness.
Article 19 the total number of shares of the company is Article 19 the total number of shares of the company is 145370828 shares, the capital structure of the company is 188982076 shares, and the capital structure of the company is 145370828 ordinary shares. 188982076 shares.
Article 23 the company may purchase the shares of the company in accordance with laws, administrative regulations, departmental rules and the provisions of laws, administrative regulations, departmental rules and the articles of association under the following circumstances: the company may purchase the shares of the company in accordance with the provisions of the procedure:
(I) reduce the registered capital of the company; (I) reduce the registered capital of the company;
(II) merge with other companies holding shares of the company (II) merge with other companies holding shares of the company; Merger;
(III) use shares for employee stock ownership plan (III) use shares for employee stock ownership plan or equity incentive; Equity incentive;
(IV) the shareholders request the company to purchase its shares because they disagree with the resolution on merger and division made by the general meeting of shareholders (IV) the shareholders request the company to purchase its shares because they disagree with the resolution on merger and division made by the general meeting of shareholders; Of shares;
(V) converting shares into listed companies; (V) converting shares into convertible corporate bonds issued by listed companies; Corporate bonds convertible into shares;
(VI) the listed company is necessary to maintain the company's value (VI) the company is necessary to maintain the company's value and shareholders' rights and interests. Necessary for profit.
In addition to the above circumstances, the company shall not acquire the shares of the company. In addition to the above circumstances, the company shall not acquire the shares of the company. shares.
Article 25 Where the company purchases its shares due to the circumstances specified in Item (I) of paragraph 1 of article 244 and item (I) and item (II) of paragraph 1 of article 244 of the articles of association, if it should purchase its shares, it shall be subject to the resolution of the general meeting of shareholders; The company adopts the second resolution of the articles of Association; If the company purchases its shares due to the circumstances specified in Item (III), (V), (III), (V) and (VI) of paragraph 1 of Article 24 and paragraph 1 of Article 14 of the articles of association, it may purchase its shares in accordance with the provisions of the articles of association or the resolution of the board meeting attended by shareholders after more than two-thirds of the directors.
With the authorization of the general meeting, the resolution of the board meeting in which more than two-thirds of the directors leave the company in accordance with paragraph 1 of Article 24 of the articles of association. It is stipulated that after the acquisition of the company's shares, if the company falls into the first situation of Article 24 of the articles of association in accordance with paragraph (I), it shall be cancelled within 10 days from the date of acquisition; After the acquisition of the company's shares according to the provisions of paragraph, if it falls under the circumstances of paragraph (II) and (IV), if it falls under the circumstances of paragraph (I), it shall be transferred or cancelled within 6 months from the date of acquisition; Cancellation within the third day; In the case of items (II), (IV), (V) and (VI), or in the case of public items, it shall be transferred within 6 months, or the total number of shares of the company held by the company shall not exceed that of the company; If it belongs to item (III), (V) and 10% of the total issued shares of the company and should be transferred or cancelled within 3 item (VI), the total shares held by the company shall be transferred or cancelled within the current year.
The number of shares of the company shall not exceed the issued shares of the company
10% of the total amount of shares and shall be transferred or transferred within 3 years
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Article 28 the shares of the company held by the promoters in accordance with Article 28 of the company shall not be transferred within one year from the date of establishment of the company, and shall not be transferred within one year from the date of establishment of the company. Can be transferred. The shares issued by the company before the public offering of shares shall not be transferred within one year from the date when the company's shares are listed and traded on the stock exchange and one year from the date when the company's shares are traded on the stock exchange. It cannot be transferred within.
Directors, supervisors, general managers and other senior company directors, supervisors, general managers and other senior managers
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During their term of office, the management personnel shall regularly report the shares of the company they hold to the company, and the company shall report the shares of the company they hold and their changes (including preferred shares) and their changes; In its dynamic situation; The number of shares transferred each year during his term of office shall not exceed 25% of the total number of shares of the same class of the company held by him during his term of office; 25% of the company's shares held by the company; The shares held by the company shall not be transferred within 1 year from the date of listing and trading of the company's shares. The above-mentioned personnel shall not transfer within 1 year from the date of transaction. The above-mentioned persons shall not transfer their shares of the company within six months after their resignation, and shall not transfer their shares of the company within six months after their resignation.
Shares of the company.
Shareholders holding more than 5% of the company's shares
Actual controller, director, supervisor and Senior Manager
And other holding companies
Shares issued before or issued by the company to specific objects
Shareholders of the bank's shares shall transfer their shares of the company
The company's shares shall not violate laws, administrative regulations and
Opinions of China Securities Regulatory Commission on holding period, selling time
Sales quantity, sales method, information disclosure and other regulations
And shall abide by the business regulations of the stock exchange
Then.
Article 29 directors, supervisors and senior managers of the company Article 29 directors, supervisors, senior managers, managers holding more than 5% of the shares of the company and shareholders holding more than 5% of the shares of the company shall transfer their shares or shares of the company, Sell the company's shares or other securities with equity nature held by them within 6 months after purchase, sell them within 6 months after purchase, or buy them again within 6 months after sale or within 6 months after sale, and the resulting income shall belong to the company, and the income shall belong to the company, The board of directors of the company will recover its income. But its income. However, unless the securities company holds more than 5% of the shares and holds more than 5% of the shares with tickets due to the purchase of after-sales surplus shares by the securities company due to the exclusive sale, or other circumstances stipulated by the CSRC.
Under other circumstances stipulated by the board of directors, supervisors and senior managers, the sale of the shares is not subject to the six-month time limit as mentioned in the preceding paragraph. Shares held by natural person shareholders or other securities with the nature of human rights of directors, supervisors and senior managers as mentioned in the preceding paragraph include shares held by their spouses, parents, children and natural person shareholders, or other shares held and held in the account of others, or securities with the nature of equity, including their spouses, parents and other securities with the nature of equity.
If the shares or other certificates of equity nature held by the board of directors of the company held by the parent or children or held by others' accounts do not comply with the provisions of paragraph 1 of this article, the shareholders have the right to require the board of directors to hold the securities within 30 days. that 's ok. If the board of directors of the company fails to execute within the above-mentioned period, and the board of directors of the company fails to comply with the provisions of paragraph 1 of this article, the shareholders have the right to order the execution in their own name for the benefit of the company, and the shareholders have the right to require the board of directors to directly bring a lawsuit to the people's court within 30 days.
Within days. If the board of directors of the company fails to implement within the above-mentioned period, and the board of directors of the company fails to implement within the provisions of paragraph 1 of this article, the shareholders have the right to implement it for the interests of the company, the responsible directors shall bear joint and several liability to directly file a lawsuit in the people's court in their own name according to law.
Litigation.
The board of directors of the company fails to act in accordance with paragraph 1 of this article
Directors responsible for the implementation of the provisions
