Securities code: Infovision Optoelectronics (Kunshan) Co.Ltd(688055) securities abbreviation: Infovision Optoelectronics (Kunshan) Co.Ltd(688055) Announcement No.: 2022022 Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd
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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as " Infovision Optoelectronics (Kunshan) Co.Ltd(688055) " or "the company") held the 18th meeting of the first board of directors on April 15, 2022, deliberated and adopted the proposal on Amending the articles of association. The specific situation is hereby announced as follows:
1、 Amendments to the articles of Association
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), the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and other relevant laws and regulations of China Securities Regulatory Commission and Shanghai Stock Exchange, and in combination with the actual situation of the company, some contents of the articles of association are revised as follows:
Before and after revision
Article 1 in order to protect the legitimate rights and interests of Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as the "company"), the company of shareholders and creditors (hereinafter referred to as the "company"), shareholders and creditors, and standardize the organization and behavior of the company, In accordance with the legal rights and interests of the people's Republic of China, standardize the organization and behavior of the company, and in accordance with the company law of the people's Republic of China (hereinafter referred to as the company law), the securities law of the people's Republic of China (hereinafter referred to as the law), the securities law of the people's Republic of China (hereinafter referred to as the Securities Law) and other relevant provisions, Formulate the "Securities Law" for short), the articles of association of the Communist Party of China and these articles of association. (hereinafter referred to as the "party constitution") and other relevant provisions.
Article 2 the company is a joint stock limited company established by Kunshan Guochuang Investment Group Co., Ltd. and relevant regulations in accordance with the company law and other relevant regulations. The company was registered with Suzhou infovision optoelectronics Holdings Limited Market Supervision Authority and obtained a business license. Kunshan Infovision Optoelectronics (Kunshan) Co.Ltd(688055) Co., Ltd., a joint venture, changed its unified social credit code to 913205837178569220 as a whole. A joint stock limited company established in a more effective way. The company is a foreign-invested and state-owned relatively holding enterprise.
Article 12 The purpose of the company is to build a first-class company with limited personnel and professional management, so as to improve the quality and management level of the company
Greatly improve economic benefits, create a new realm of scientific and technological innovation leading high-quality development for all shareholders, and strive to achieve economic returns. Become the leader of China's LCD panel and an expert in all-round solutions for small and medium-sized LCD panels. Maximize economic benefits and create satisfactory economic returns for all shareholders.
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Article 16 the shares issued by the company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation
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Article 16 on the date of establishment of the company, the company shall launch all sponsors. Article 17 the names of the promoters of the company shall issue 300000 ordinary shares, accounting for 100% of the total number of ordinary shares issued by the company and the number of shares subscribed by the company, the method and time of capital contribution, such as the total number of ordinary shares issued. At the time of establishment, the names of the promoters and the number of shares they have subscribed for, the way of capital contribution and the time of capital contribution are as follows:
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Article 19 according to the needs of operation and development, Article 20 according to the needs of operation and development, the company can increase its capital in the following ways after being made by the general meeting of shareholders in accordance with the provisions of laws and regulations and resolutions made by the general meeting of shareholders in accordance with the provisions of laws and regulations: if a resolution is made, the company can increase its capital in the following ways:
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(V) other methods stipulated by laws and administrative regulations. (V) other methods approved by laws, administrative regulations and the China Securities Regulatory Commission (hereinafter referred to as the CSRC).
Article 21 under the following circumstances, the company may not purchase its own shares in accordance with Article 22, in accordance with laws, administrative regulations, departmental rules and the articles of association, except under any of the following circumstances:
To purchase the 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 employee stock ownership plan or equity incentive (III) use shares for employee stock ownership plan or equity incentive;
excitation; (IV) the shareholder requests the company to purchase its shares due to the merger of the company made by the general meeting of shareholders, (IV) the shareholder disagrees with the resolution on merger and division of the company made by the general meeting of shareholders; Dissenting from the division resolution and requiring the company to purchase its shares; (V) converting shares into convertible bonds issued by listed companies (V) converting shares into convertible bonds issued by listed companies;
Corporate bonds converted into shares; (VI) necessary for the company to maintain the company's value and shareholders' equity (VI) necessary for the company to maintain the company's value and shareholders' equity.
Required.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 22 a company may choose to purchase its shares. Article 23 a company may purchase its shares in one of the following ways: through public centralized trading or (I) centralized bidding trading in accordance with laws and administrative laws; And other methods approved by the CSRC. (II) offer method of the company; Other methods approved by the CSRC due to item (III) and (III) of paragraph 1 of Article 22 of the articles of association. In the case of purchasing the shares of the company due to item (III) of paragraph 1 of Article 21 of the articles of association under the circumstances specified in items (V) and (VI), it shall be paid in through public centralized trading, and shall be paid in under the circumstances specified in items (V) and (VI).
The purchase of shares of the company shall be conducted through public centralized trading.
Article 23 Where the company acquires shares under the circumstances specified in items (I) and (II) of paragraph 1 of the company due to items (I) and (II) of Article 21 and Article 24 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders. The company's acquisition of its shares due to this chapter shall be subject to the resolution of the general meeting of shareholders. Article 21 (III), (V) and (VI) if the company purchases the shares of the company due to the circumstances specified in items (III) and (VI) of paragraph 1 of Article 22 of the articles of association, the company may purchase the shares of the company according to the circumstances specified in items (V) and (VI) of the articles of association in order to purchase the shares of the company with reference to the provisions of the articles of association or the authorization of the general meeting of shareholders, In accordance with the provisions of the articles of association or with the authorization of the board meeting attended by more than two-thirds of the directors, the shares may be deliberated by more than two-thirds of the directors. Resolutions of the board meeting.
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Article 26 the shares of the company held by the promoters and the shares of the company held by the promoters shall not be transferred within one year from the date of establishment of the company. The company shall not transfer within one year from the date of establishment of the company. The shares issued before the company's public offering of shares and the shares issued before the shares of the development bank shall not be transferred within one year from the date when the company's shares are listed and traded on the stock exchange to the date when the company's shares are listed and traded on the stock exchange. Give Way.
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Article 27 directors, supervisors and senior management of the company Article 28 directors, supervisors, senior management personnel and shareholders holding more than 5% of the company's shares sell the company's shares held by their personnel and shareholders holding more than 5% of the company's shares within 6 months after buying, or buy the company's shares or other equity properties within 6 months after selling, If the securities to which the proceeds belong are sold within six months after the purchase, or if they are owned by the company after the sale, the board of directors of the company will recover their income and buy them again within six months after the receipt, and the proceeds shall belong to the interests of the company. However, if the securities company purchases the remaining after-sale shares due to underwriting, the board of directors of the company will recover its income. However, if a securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, the sale of the shares is not subject to the time limit of six months. If the board of directors does not require the company to sell more than 5% of the shares in accordance with the provisions of the preceding paragraph and other circumstances, the board of directors shall have the right to sell the shares within 30 months in accordance with the provisions of the CSRC. Restrictions on directors of the company.
If the board of directors fails to execute within the above-mentioned time limit, the shareholders have the right to directly bring a lawsuit in their own name against the people's court for the interests of the directors, supervisors, senior managers and the company mentioned in the preceding paragraph. If the company's board of directors fails to implement the provisions of paragraph 1 and uses the shares held in another person's account or other owned shares, the directors responsible shall bear joint and several liabilities according to law. Securities of a proprietary nature.
If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, the shareholders have the right to require the board of directors to implement it 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 28 the company shall establish the register of shareholders in accordance with the relevant provisions of the company law. Article 29 the company shall establish the register of shareholders in accordance with the provisions of the securities registration authority. The register of shareholders is the certificate to prove that the shareholders hold the shares. The register of shareholders is the sufficient evidence to prove the shares of the company. Sufficient evidence that shareholders hold shares of the company according to their shares. Shareholders enjoy rights and undertake obligations according to the types they hold; Those who hold shares of the same class enjoy rights and assume obligations; Shareholders holding the same shares enjoy the same rights and undertake the same obligations. Shareholders of a class of shares shall enjoy the same rights and bear the same responsibilities
This is an obligation.
Article 32 resolutions of the general meeting of shareholders and the board of directors of the company Article 33 resolutions of the general meeting of shareholders and the board of directors of the company that violate laws and administrative regulations are invalid. If the content violates laws and administrative regulations, the shareholders have the right to request... The people's court to determine it invalid.
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Article 37 public
