Guangzhou Zhiguang Electric Co.Ltd(002169) articles of association revision comparison table
(it will take effect only after being deliberated and approved by the 2021 annual general meeting of shareholders)
Guangzhou Zhiguang Electric Co.Ltd(002169) (hereinafter referred to as "the company") deliberated and adopted the proposal on Amending the articles of association at the fifth meeting of the sixth board of directors. The contents before and after the amendment are as follows:
Before and after revision
Article 1 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors, standardize the organization and legitimate rights and interests of the company, and standardize the organization and behavior of the company, according to the company law of the people's Republic of China (hereinafter referred to as the company law) and the company law of the people's Republic of China Securities Law of the people's Republic of China (hereinafter referred to as the Securities Law) (hereinafter referred to as the securities law, securities law of 2019, revised in 2019), Shenzhen amendment, listing rules of Shenzhen Stock Exchange (2020 rules) (revised in 2022) The articles of association are formulated in accordance with the revised articles of association of Listed Companies in, the guidelines for the articles of association of listed companies (revised in 2022) and other relevant provisions, (revised in 2019) and other relevant provisions. Formulate the articles of association.
Article 2 the company is a joint stock limited company established in accordance with Article 2 of the company law and other relevant provisions. The company is a joint stock limited company changed and established in accordance with other relevant provisions (hereinafter referred to as the "company"). The company (hereinafter referred to as "the company"). The company was registered with the Guangzhou Municipal People's government with the Suifu banhan [2005] market supervision and Administration Bureau, and obtained the approval of Enterprise Law No. 174. The company established a business license in the form of overall change and unified social credit Code:
stand; 9140101714276826m is registered with Guangzhou Administration for Industry and commerce. Register and obtain a business license. The business license number is 4401011101839.
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, Article 24 the company may not purchase the shares of the company, and may purchase the shares of the company in accordance with laws, administrative regulations and departmental rules, except under any of the following circumstances: and the provisions of the articles of association
(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;
Merger of the company; (III) use shares for ESOP or (III) use shares for ESOP equity incentive;
Or equity incentive; (IV) the shareholders hold objections to the company's resolution on merger and division made by the general meeting of shareholders (IV) the shareholders hold objections to the resolution on merger and division made by the general meeting of shareholders, require the company to acquire its company's shares, and require the company to hold shares;
The company acquires its shares; (V) if the shares are used for the issuance of the conversion company, (V) the shares can be used for the issuance of corporate bonds converted into shares by the conversion company;
Corporate bonds convertible into shares; (VI) the company is necessary to maintain the company's value and shareholder rights (VI) the company is necessary to maintain the company's value and stock interests. Necessary for East equity.
Except for the above circumstances, the company will not buy or sell its shares.
Article 29 directors and supervisors of the company, Article 30 directors, supervisors, senior managers, managers holding 5% of the company's shares and shareholders holding more than 5% of the company's shares shall be the shareholders of the company's shares, Sell the company's shares or other or other equity securities it holds within six months after buying the equity securities, sell them within six months after buying, or sell them within six months after selling, or buy them again within six months after selling, and buy them again within six months. The income from this shall belong to the company, and the income shall belong to the company, and the board of directors of the company
The company's board of directors will recover its income and its income. However, the securities company gains from outsourcing. However, if a securities company holds more than 5% of the remaining shares after 5% due to the exclusive sale and purchase of the remaining shares after sale, the time limit for selling the shares and other shares specified by the CSRC is not subject to the six-month time limit. Unless otherwise specified.
If the board of directors of the company fails to act in accordance with the provisions of the preceding paragraph and the board of directors of the company fails to act in accordance with the provisions of paragraph 1 of this article, the shareholders have the right to require the board of directors to act within 30 days, and the shareholders have the right to require the board of directors to act within 30 days. The board of directors of the company failed to execute within the above-mentioned period. If the board of directors of the company fails to execute within the above-mentioned period, the shareholders have the right to file a lawsuit directly to the people's court in their own name for the benefit of the company.
Litigation. If the board of directors is not jointly and severally liable in accordance with the provisions of paragraph 1 of this article, the Executive Board of directors shall not be jointly and severally liable in accordance with the provisions of paragraph 1 of this article.
joint responsibility. The term "directors, supervisors and senior managers" as mentioned in the preceding paragraph, the term "directors, supervisors and senior managers" as mentioned in the preceding paragraph, the stocks held by natural person shareholders or other stocks or securities with the nature of equity held by shareholders and natural person shareholders, including their spouses, parents and children and other securities with the nature of equity, including the stocks they hold and use the accounts of others, or their spouses, parents Other equity securities held by children and accounted for by others. Shares or other equity securities held by the investor.
Article 41 the company shall submit to the general meeting of shareholders for review if the transactions of the company for 12 consecutive months (transactions accumulated within the donated period (excluding donated cash assets and cash assets) meet one of the following standards, except for assets payable):
Submitted to the general meeting of shareholders for deliberation: (I) the total assets involved in the transaction account for the most; (I) the total assets involved in the transaction account for more than 50% of the company's total audited assets in the latest period. 50% of the total audited assets of the trading department in the latest period exist in the book value and evaluation at the same time. If the total assets involved in the transaction have value at the same time, the higher one shall be taken as the calculation data;
The higher of the book value and the assessed value shall be taken as (II) the assets involved in the subject matter of the transaction (such as equity)
Calculation data; (II) the subject matter (such as equity) of the transaction whose net assets account for more than 50% of the company's audited net assets in the latest period, and the absolute amount exceeds 50 million yuan. If the book value and the audited business income evaluation value of the company in the latest accounting year exist at the same time, the higher one shall prevail;
More than 50% of the investment and the absolute amount exceeds five thousand (III) the subject matter of the transaction (such as equity) is ten thousand yuan in the latest month; The operating income related to the accounting year accounts for more than 50% of the audited operating income of the subject matter (such as equity) of the latest (III) transaction of the company in the latest accounting year, and the net profit related to one accounting year accounts for the company with an absolute amount of more than 50 million yuan;
(IV) the audited net profit of the latest fiscal year (IV) the subject matter of the transaction (such as equity) is more than 50% of the latest one, and the absolute amount exceeds 5 million. The net profit related to the fiscal year accounts for the latest one yuan of the company; More than 50% of the audited net profit in the fiscal year, and (IV) the transaction amount of the transaction (including the commitment amount) exceeds 5 million yuan;
Debts and expenses) account for 50 million yuan of the company's latest audited (V) transaction amount (including more than 50% of the net assets bearing debts, and the absolute amount exceeds and expenses); More than 50%, and the absolute amount exceeds 50 million yuan; (V) the profit generated by the transaction accounts for the most (VI) the profit generated by the transaction accounts for more than 50% and more than 50% of the audited net profit of the company in the last fiscal year, and the absolute amount exceeds 5 million yuan, and the absolute amount exceeds 5 million yuan.
Yuan. If the data involved in the above index calculation is negative, the absolute value of the data involved in the above index calculation shall be taken for calculation.
If it is a negative value, take its absolute value for calculation. According to the above calculation standard, if the transaction only meets the above calculation standard, the transaction reaches the standard of item (III) or (V), and the company only meets the standard of item (III) or (V), the absolute value of earnings per share in the latest fiscal year is low and the company's earnings per share in the latest fiscal year is less than 0.05 yuan, the company can apply to Shenzhen stock exchange for exemption. If the absolute value is less than 0.05 yuan, The company may be exempted from submitting the transaction to the general meeting of shareholders for deliberation.
Apply to the Shenzhen stock exchange for exemption from submitting the transaction to the capital stock exchange. The "transaction" mentioned in the article includes the following matters: the eastern general assembly for deliberation. (I) purchase or sale of assets;
The proposed transaction shall be calculated according to different financial (II) foreign investment (including entrusted financial management and entrusted indicators, as long as one of the indicators reaches entrusted loan, investment in subsidiaries, etc.);
(III) provide financial assistance;
1. All cases shall be submitted to the general meeting of shareholders for deliberation. (IV) provide guarantee;
The "transaction" referred to in this article includes the following matters: (V) leasing in or leasing out assets;
(I) purchase or sale of assets; (VI) sign management contracts (including commission (II) foreign investment (including entrusted financial management, entrusted operation, entrusted operation, etc.);
Entrusted loans, investment in subsidiaries, etc.); (VII) donated or donated assets;
(III) providing financial assistance; (VIII) reorganization of creditor's rights or debts;
(IV) provide guarantee; (IX) transfer of research and development projects; (V) assets leased in or leased out; (x) sign the license agreement;
(VI) sign management contracts (including (XI) other entrusted and entrusted operations recognized by Shenzhen Stock Exchange); Deal.
(VII) donated or donated assets; The "purchase or sale of assets" shall be restructured with capital (VIII) creditor's rights or debts; The higher of the total output and transaction amount shall be taken as the calculation (IX) transfer of research and development projects; Standard, and sign license agreements in twelve (x) consecutive months according to the type of transaction; If the cumulative calculation within the month reaches 30% of the total audited assets recognized by Shenzhen Stock Exchange in the latest period (11), other transactions shall be conducted with reference to relevant regulations. In addition to the audit or evaluation, it shall also be submitted to the shareholders. The "purchase or sale of assets" shall be deliberated at the general meeting and approved by more than two-thirds of the higher of the total assets and transaction amount by the shareholders attending the meeting.
As the calculation standard, and according to the type of transaction, the relevant decision-making procedures have been performed in accordance with the above provisions, and the cumulative calculation within 12 consecutive months will not be included in the relevant cumulative calculation scope.
If the calculation reaches 30% of the "guarantee provided" by the audited general assets company in the latest period, it shall be submitted to the general meeting of shareholders for deliberation, in addition to one of the following circumstances, which shall be reviewed with reference to the relevant provisions, and shall also be submitted to the general meeting of shareholders for deliberation after the deliberation and approval of the board of directors:
Deliberated and approved by the voting held by the shareholders attending the meeting (I) the amount of a single guarantee exceeds more than two-thirds of the company's most recent option. Guarantee of 10% of audited net assets;
If the relevant decision-making (II) the external procedures of the company and its holding subsidiaries have been performed in accordance with the above provisions, it will not be included in the total amount of relevant cumulative guarantee, which exceeds the latest audited net assets of the company. Any guarantee provided after 50% of the property;
If the "provision of guarantee" of the company belongs to one of the following (III) situations in which the company and its holding subsidiaries provide external guarantee, the total amount of guarantee approved by the board of directors shall exceed the total amount of guarantee submitted to the general meeting of shareholders for deliberation after the latest general audit of the company: any guarantee provided after 30% of the assets;
(I) if the amount of a single guarantee exceeds the company's recent (IV), the asset liability ratio exceeds 70%
