Securities code: Guangdong Kitech New Material Holding Co.Ltd(300995) securities abbreviation: Guangdong Kitech New Material Holding Co.Ltd(300995) Announcement No.: 2022011 Guangdong Kitech New Material Holding Co.Ltd(300995)
Announcement on the revision of some corporate governance systems and the explanation of the revision of the articles of Association
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Guangdong Kitech New Material Holding Co.Ltd(300995) (hereinafter referred to as “the company”) in order to further improve the standardized operation level and improve the corporate governance structure, the company comprehensively combed the existing relevant governance systems. The proposal on revising some corporate governance systems was deliberated and adopted at the 11th meeting of the third board of directors held on April 15, 2022, and some rules still need to be submitted to the general meeting of shareholders for deliberation. The full text of the revised or formulated system is disclosed on the same day as the resolution of the 11th meeting of the third board of directors on the gem information website designated by the CSRC (www.cn. Info. Com. CN.) Disclosure on. The specific contents are hereby announced as follows:
1、 Background and reasons for revision
In order to promote the integration of supervision and regulation system and form a scientific, hierarchical, standardized, reasonable and coordinated supervision and regulation system, relevant laws, regulations and normative documents have been revised one after another, putting forward higher requirements for corporate governance. In accordance with the provisions of relevant laws and regulations such as the securities law of the people’s Republic of China, the Listing Rules of gem shares of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and the guidelines for the articles of Association of listed companies (revised in 2022), the company passed the self-examination and combined with the actual situation of the company, Some provisions of the company’s existing system are no longer applicable to the newly revised relevant laws, regulations and normative documents. Moreover, the company’s comprehensive and systematic revision of the internal control system and the formulation of new systems according to the needs of the company’s management are more conducive to the standardized operation of the company.
2、 List of relevant systems of the company revised and formulated this time
Whether the revision / formulation of serial number system name is submitted to the general meeting of shareholders for deliberation
1. The amendment of the articles of association is
2. The revision of the rules of procedure of the general meeting of shareholders is
3. The amendment of the rules of procedure of the board of directors is
4. The revision of the working system of independent directors is
5. The revision of related party transaction decision-making system is
6 the revision of the external guarantee management system is
7. Whether the registration and management system for insiders is revised
8. Information disclosure management system revised or not
9. Investor relations management system revised or not
10. Whether the internal reporting system of major information is revised
11. Internal audit system revised or not
12. Whether the working rules of the audit committee of the board of directors is revised
13. Revision of raised funds management system
The revision / formulation of the above systems shall be submitted to the general meeting of shareholders of the company for deliberation. Revised / formulated relevant system
The full text of Du was posted on cninfo on the same day（ http://www.cn.info.com.cn. ）Disclosure.
3、 Amendments to the articles of Association
In order to facilitate shareholders to understand the revised contents more intuitively and fully, the revision of the articles of association is explained as follows:
Articles of association before amendment and articles of association after amendment
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 23 under the following circumstances, the company may not purchase its own shares in accordance with Article 24. However, in accordance with laws, administrative regulations, departmental rules and the articles of association, except under any of the following circumstances:
It is stipulated that the acquisition of shares of the company: (I) reduce the registered capital of the company;
(I) reduce the registered capital of the company; (II) merger with other companies holding shares of the company; (II) merger with other companies holding shares of the company; (III) use shares for ESOP or equity incentive (III) use shares for ESOP or equity incentive;
excitation; (IV) the shareholders request the company to purchase their shares due to their objection to the merger of the company made at the general meeting of shareholders; (IV) the shareholders request the company to purchase their shares due to their objection to the resolution on the merger and division of the company made at the general meeting of shareholders; (V) the company is required to purchase its shares (V) and use the shares to convert the convertible shares issued by the listed company; Corporate bonds converted into shares;
(V) converting shares into corporate bonds issued by listed companies that can be converted into shares by Listed Companies in order to maintain the company’s value and shareholders’ equity; Required.
(VI) in order to maintain the company’s value and shareholders’ rights, except for the above circumstances, the listed company shall not buy or sell the shares of the company. Activities.
Except for the above circumstances, the company will not buy or sell its shares.
Article 24 a company may purchase its own shares. Article 25 a company may purchase its own shares by one of the following ways: through public centralized trading, or through legal and administrative law (1) centralized bidding trading in stock exchanges; And other methods approved by the CSRC.
（2） Method of offer; The company shall adopt other methods approved by the CSRC due to item (III) of paragraph 1 of Article 24 of the articles of association. Under the circumstances specified in items (V) and (VI), the acquisition of the company’s shares due to item (III) of paragraph 1 of Article 23 of the articles of association shall be carried out through the circumstances specified in items (V) and (VI) of public centralized trading. The acquisition of shares of the company shall be conducted through public centralized trading.
Article 25 Where the company purchases the shares of the company due to the circumstances specified in items (1) and (2) of paragraph 1 of Article 23 and Article 26 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; The of shares of the company shall be decided by the general meeting of shareholders; If the company purchases its shares under the circumstances specified in Item (6) of the company due to the circumstances specified in Item (3) of paragraph 1 of Article 23 of the articles of association and items (3), (5), (5) and (6) of paragraph 1 of Article 24 of the articles of association, upon approval of the company’s shares, it may, in accordance with the provisions of the articles of association or the resolution of the board meeting attended by more than two-thirds of the directors. With the authorization of the general meeting of shareholders, the resolution of the board of directors meeting that more than two-thirds of the directors leave the company and purchase the seats of the company in accordance with Article 24 of the articles of association. If the shares fall under the circumstance of item (1), they shall be cancelled within 10 days from the date when the purchasing company purchases the company in accordance with Article 23 of the articles of Association; If the shares of company (2) and (4) fall under the circumstances of item (1), they shall be transferred or cancelled within 6 months if they should fall under the circumstances of item (1); Cancellation within 10 days from the date of acquisition; In the case of item (2), item (3), item (5) and item (6), in the case of item (4), it shall be transferred within 6 months, or the total number of shares held by the company shall not exceed that of the company; 10% of the total issued shares of company (III), (V) and (VI) and shall be transferred within three years
Under any of the above circumstances, the total number of shares of the company held by the company shall be transferred or cancelled. It shall not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within three years.
Article 40 the general meeting of shareholders is the authority of the company, and Article 41 the general meeting of shareholders is the authority of the company. It shall exercise the following functions and powers according to law:
…… ……
（12） Deliberating and approving the Guarantees specified in Article 41 (12) deliberating and approving the Guarantees specified in Article 42; Item;
（13） Review the purchase and sale of major assets by the company within one year (13) review the matters that the purchase and sale of major assets by the company within one year exceeds 30% of the latest audited total assets of the company, and the assets exceed 30% of the latest audited total assets of the company; matter;
（14） Review and approve the change of the purpose of the raised funds; （14） Review and approve the change of the purpose of the raised funds; （15） Review the equity incentive plan; （15） Review the equity incentive plan and employee stock ownership plan
……
Article 41 without the approval of the board of directors or the general meeting of shareholders Article 42 without the approval of the board of directors or the general meeting of shareholders, the company shall not provide external guarantee. The following companies shall not provide external guarantees to the company. The following external guarantees of the company shall be reviewed and approved by the general meeting of shareholders. The act shall be deliberated and approved by the general meeting of shareholders.
…… ……
The company provides guarantee for the wholly-owned subsidiary, or the holding company provides guarantee for the wholly-owned subsidiary, or provides guarantee for the holding subsidiary, and other shareholders of the holding subsidiary provide guarantee according to the company, and other shareholders of the holding subsidiary provide equal proportion guarantee according to their rights and interests, which belongs to the third party and provide equal proportion guarantee for their rights and interests, In the case of items (I) to (IV) of paragraph 1 of this article and items (I) to (IV) of paragraph 1 of this article, if it is possible, it may be exempted from submitting to the general meeting of shareholders for deliberation, but the company is exempted from submitting to the general meeting of shareholders for deliberation, unless otherwise stipulated in the articles of association of the company. Unless otherwise specified.
The company or its shareholders, directors, supervisors, general manager and other senior managers violate the above approval authority or review procedures to provide external guarantees, resulting in losses to the interests of the company or other shareholders
And shall bear the corresponding liability for compensation.
Article 49 If the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own, they shall notify the board of directors in writing. At the same time, if they decide to convene the general meeting of shareholders, they shall notify the board of directors in writing. At the same time, they shall report to the agency dispatched by the CSRC and the Shenzhen stock exchange where the Shenzhen stock exchange is located for the record.
keep on record. From the date of issuing the notice of the general meeting of shareholders to the end of the general meeting of shareholders, and from the date of issuing the notice of the general meeting of shareholders to the end of the general meeting of shareholders, the shareholding ratio of the convening shareholders shall not be less than 10%. During the period, the shareholding ratio of convening shareholders shall not be less than 10%. The board of supervisors or convening shareholders shall issue the general meeting of shareholders, and the convening shareholders shall submit relevant supporting materials to the local police station of the CSRC where the company is located when issuing the notice of the general meeting of shareholders and the announcement of the general meeting of shareholders and the resolution of the general meeting of shareholders, and when announcing the resolution of the Shenzhen Stock Exchange. The institution and Shenzhen Stock Exchange shall submit relevant supporting materials.
Article 55 the notice of the general meeting of shareholders includes the following contents Article 56 the notice of the general meeting of shareholders includes the following contents:
（1） Time, place and duration of the meeting; （1） Time, place and duration of the meeting;
（2） Matters and proposals submitted to the meeting for consideration;
