Securities code: Goldcard Smart Group Co.Ltd(300349) securities abbreviation: Goldcard Smart Group Co.Ltd(300349) Announcement No.: 2022016 Goldcard Smart Group Co.Ltd(300349)
Announcement on Amending the articles of Association
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the articles of association of listed companies (revised in 2022) and other relevant provisions, the company plans to amend the articles of association as follows:
After modification of the original terms
Article 2… The company is registered in Zhejiang Administration for Industry and Commerce Article 2… The company is registered in the register of Zhejiang market supervision administration
Article 24 under the following circumstances, the company may not purchase its own shares in accordance with the law and Article 24. However, in accordance with the provisions of administrative regulations, departmental rules and the articles of association, the acquisition of the public company is excluded from one of the following circumstances: (I) reducing the share capital of the company registration department; (II) cooperate with other companies holding shares of the company (I) reduce the registered capital of the company; And;
(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 and division of the company made by the general meeting of shareholders (IV) the shareholders request the company to purchase their shares due to their objection to the merger and division resolution of the company made by the general meeting of shareholders; Make a resolution to dissent and require the company to acquire its shares;
(V) converting shares into convertible bonds issued by listed companies; (V) converting shares into convertible bonds issued by listed companies; Corporate bonds with notes;
(VI) it is necessary for a listed company to safeguard its value and shareholders’ rights and interests. (VI) it is necessary for a company to safeguard its value and shareholders’ rights and interests. Yes.
Except for the above circumstances, the company does not carry out the activities of buying and selling the shares of the company. Article 30 the directors, supervisors and senior managers of the company, the directors, supervisors and senior managers of the company holding more than 5% of the shares of the company, the shareholders holding more than 5% of the shares of the company, sell the shares of the company held by them within 6 months after buying, or buy the shares of the company or other equity securities within 6 months after selling, The income thus obtained belongs to the company, and the company shall sell it within 6 months after entering the company, or the board of directors shall recover the income within 6 months after selling it. However, if the securities company buys the securities on a package basis, the proceeds therefrom shall belong to the company. If the directors of the company buy the remaining after-sale shares and hold more than 5% of the shares, the board of directors will recover the proceeds. However, if a securities company holds more than 5% of the shares due to the purchase and other circumstances specified by the securities regulatory authority under the State Council, the issuance of the shares is not subject to the six-month time limit. And other circumstances stipulated by the CSRC
Article 41 the general meeting of shareholders is the authority of the company. According to law, the general meeting of shareholders is the authority of the company
After modification of the original terms
Exercise the following functions and powers:… The law exercises the following functions and powers:
（17） Review the equity incentive plan; （17） Review the equity incentive plan and employee stock ownership plan
Article 42 the following external guarantees of the company shall be approved by the shareholders’ meeting. Article 42 the following external guarantees of the company shall be approved by the shareholders’ meeting:
(II) total external guarantees of the company and its holding subsidiaries (II) any guarantee provided after the amount of external guarantees of the company and its holding subsidiaries reaches or exceeds 50% of the latest audited net assets and reaches or exceeds the latest audited net assets; Any guarantee provided after 50%;
(III) the total amount of external guarantee provided by the company for the guarantee object with asset liability ratio exceeding 70% (III) exceeds the amount guaranteed in the latest period; Any guarantee provided after auditing 30% of the total assets;
…… (IV) provide necessary guarantee for the guarantee object with asset liability ratio exceeding 70% when the general meeting of shareholders deliberates the guarantee matters in Item (IV) of the preceding paragraph; Subject to the approval of two-thirds of the voting rights held by the shareholders attending the meeting
Passed on. When the general meeting of shareholders deliberates the guarantee matters in Item (V) of the preceding paragraph,… Must be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting.
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Article 49… The board of supervisors agrees to convene an extraordinary general meeting Article 49… If the board of supervisors agrees to convene an extraordinary general meeting, it shall issue a notice of convening the general meeting of shareholders within 5 days after receiving the request. For the change of the original proposal in the notice, it shall obtain the notice of relevant shareholders. For the change of the original request in the notice, Consent should be obtained Consent of relevant shareholders.
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Article 50 Article 50
The convening shareholders shall send the notice of the general meeting of shareholders and the resolution of the general meeting of shareholders. The board of supervisors or the convening shareholders shall submit relevant supporting materials to the local CSRC office and the resolution announcement of the general meeting of shareholders before sending the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders. The local offices of the Commission and the stock exchanges shall submit relevant supporting materials.
Article 56 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:
(V) name and telephone number of permanent contact person for conference affairs. (V) name and telephone number of permanent contact person for conference affairs;
… (VI) voting time and procedures of network or other means.
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Article 78 the following matters shall be adopted by special resolutions of the general meeting of shareholders. The following matters shall be adopted by special resolutions of the general meeting of shareholders:
Over:
… (II) division, division, merger, dissolution and liquidation of the company; (II) division, merger, dissolution and liquidation of the company
……
Article 79… Article 79
The shares of the company held by the company have no voting rights, and the shares of the company held by this part of the company have no voting rights, and this part of the shares is not included in the total number of shares with voting rights attending the general meeting of shareholders. Sub shares are not included in the total number of shares with voting rights attending the general meeting of shareholders.
If a shareholder’s purchase of voting shares of the company violates the provisions of paragraphs 1 and 2 of Article 63 of the securities law, the shares exceeding the specified proportion shall be purchased within 36 months after the purchase
After modification of the original terms
The voting right shall not be exercised and shall not be included in the total number of voting shares attending the general meeting of shareholders.
Article 80 the company’s board of directors, independent directors, shareholders holding more than 1% of the voting shares, or shareholders holding more than 1% of the voting shares in accordance with laws, administrative regulations, or investment regulations established in accordance with the provisions of the securities regulatory authority under the State Council or the provisions of the CSRC, It may act as a soliciter, and may solicit shareholders’ voting rights in public on its own or by entrusting a certification institution. When soliciting shareholders’ voting securities companies and securities service institutions publicly request the entrustment right of shareholders of the company, they shall fully disclose the specific voting intention to the solicited persons, attend the shareholders’ meeting on their behalf, and exercise the proposal right and voting information on their behalf. It is prohibited to collect shareholder rights such as equity by paid or paid in disguised form. East voting rights. In addition to legal conditions, the company shall not solicit shareholders’ rights in accordance with the provisions of the preceding paragraph, and the soliciter shall disclose the voting rights and put forward the minimum shareholding ratio limit. The company shall cooperate with the solicitation of documents. It is prohibited to publicly solicit shareholders’ rights with compensation or in a disguised form. Article 89 before the general meeting of shareholders immediately votes on a proposal, two shareholders’ representatives shall be elected to participate in vote counting and supervision before the general meeting of shareholders votes on a proposal. Two shareholders’ representatives shall be elected to participate in vote counting and scrutinizing. When the deliberating shareholders have interests, the relevant shareholders and agents shall not participate in the project. When they are related to the shareholders, the relevant shareholders and agents shall not count and supervise the votes. They have to participate in counting and scrutinizing votes.
…… ……
Article 117 the board of directors shall exercise the following functions and powers: Article 117 the board of directors shall exercise the following functions and powers:
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(VIII) decide on the company’s external investment within the scope authorized by the general meeting of shareholders (VIII) decide on the company’s foreign investment, acquisition and sale of assets, asset mortgage, external guarantee, investment, acquisition and sale of assets, asset mortgage, entrusted management of external guarantee, related party transactions and other matters within the scope authorized by the general meeting of shareholders; Items, entrusted financial management, related party transactions, external donations and other matters
(x) appoint or dismiss the general manager and Secretary of the board of directors of the company; (x) appoint or dismiss the general manager and the Secretary of the board of directors of the company, appoint or dismiss the deputy general manager and other senior managers of the company according to the nomination of the general manager, decide on their remuneration, reward, financial director and other senior managers, and decide on their remuneration and punishment; According to the nomination of the general manager, appoint or dismiss official affairs, rewards and punishments; The deputy general manager of the company, the person in charge of Finance and other senior managers, and… Decide on their remuneration, rewards and punishments;
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Matters beyond the scope authorized by the general meeting of shareholders shall be submitted to the general meeting of shareholders for deliberation.
Article 120 the board of directors shall determine foreign investment and acquisition. Article 120 the board of directors shall determine foreign investment, receipt and sale of assets, asset mortgage, external guarantee, entrusted financial management, purchase and sale of assets, asset mortgage and external guarantee
