Securities code: Suzhou Veichi Electric Co.Ltd(688698) securities abbreviation: Suzhou Veichi Electric Co.Ltd(688698) Announcement No.: 2022015 Suzhou Veichi Electric Co.Ltd(688698)
Announcement on Amending the articles of association and handling the industrial and commercial change registration
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.
Suzhou Veichi Electric Co.Ltd(688698) (hereinafter referred to as "the company") revised 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 governance standards for listed companies, the guidelines for the articles of association of listed companies, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange (revised in December 2020) and other relevant provisions. On April 15, 2022, the company held the 21st Meeting of the first board of directors and the 15th meeting of the first board of supervisors, deliberated and adopted the proposal on Amending the articles of association and handling the industrial and commercial change registration.
1、 Specific amendments to the articles of association:
Before and after revision
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 the company may purchase its own shares in accordance with Article 24 under the following circumstances: the company shall not purchase its own shares. In accordance with the provisions of laws, administrative regulations, departmental rules and the articles of association, except under any of the following circumstances:
Acquisition of the company's shares: (I) reduction of the company's registered capital;
(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;
And; (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 shareholders request the company to purchase their shares because they disagree with the company's merger and division resolution made by the general meeting of shareholders (IV) the shareholders request the company to purchase their shares because they disagree with the company's merger and division resolution made by the general meeting of shareholders; Dissenting from the resolution of merger and division and requiring the company to purchase its shares; (V) converting shares into corporate bonds issued by listed companies; (V) converting shares into corporate 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. If the company purchases its own shares under the circumstances specified in items (I) and (II) of the preceding paragraph due to the provisions of items (I) and (II) of the preceding paragraph, it shall be decided by the general meeting of shareholders. If the company purchases its own shares under the circumstances of items (I) and (II) of the preceding paragraph, it shall be decided by the general meeting of shareholders; The company negotiates due to items (III), (V) and (III) of the preceding paragraph; Where the company purchases its shares under the circumstances specified in items (III), (V) and (VI) of the preceding paragraph, and shall purchase its shares under the circumstances specified in Item (VI), it shall be subject to the resolution of the board meeting attended by more than two-thirds of the directors. Resolutions of the board meeting attended by more than two-thirds of the directors. After the company purchases its own shares in accordance with the provisions of paragraph 1 of this article, if the company purchases its own shares in accordance with the provisions of paragraph 1 of this article, it shall be cancelled within 10 days from the date of acquisition if it belongs to the circumstances of paragraph (I); Cancellation within ten days from the date of (II) and (IV); In the case of items (II) and (IV), it shall be transferred or cancelled within six months; In the case of item, it shall be transferred or cancelled within six months; In the case of items (III), (V) and (VI), the total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and shall be 10% of the total issued shares of the company, and shall be transferred or cancelled within three years. Transfer or cancellation within the year.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 24 the company may purchase its own shares. Article 25 the company may purchase its own shares through public centralized trading, or through public centralized trading in laws and regulations, or other methods approved by the French Securities Regulatory Commission. And other methods approved by the CSRC.
If the company acquires its shares due to the circumstances specified in Item (III), item (V) and item (VI) of paragraph 1 of Article 23 of the articles of association, it shall purchase its shares through public centralized trading. If the company acquires its shares through public centralized trading, it shall purchase its shares through public centralized trading. conduct.
Article 28 directors, supervisors and senior managers of the company Article 29 directors, supervisors, senior managers and shareholders holding more than 5% of the shares of the company sell their shares of the company within 6 months after they buy them, or some shares of the company or other certificates with equity nature buy them within 6 months after they sell them, The proceeds thus obtained shall be sold within 6 months after the purchase of the bonds, or owned by 6 companies after the sale, and the board of directors of the company will recover the proceeds. If the securities company purchases the remaining after-sales shares, the board of directors of the company will recover its income. However, if the securities are publicly owned with more than 5% of the shares, the sale of the shares is not subject to the restriction that the company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale within 6 months.
And other circumstances stipulated by the CSRC, except that the board of directors of the company fails to implement the provisions of the preceding paragraph, the shareholders.
Have the right to require the board of directors to implement within 30 days. If the directors, supervisors and senior managers mentioned in the preceding paragraph of the board of directors of the company fail to execute within the above-mentioned time limit, the shareholders have the right to directly bring a lawsuit to the people's court in their own name for the shares or other equity interests held by the natural shareholders of the company. Securities, including those held by their spouses, parents and children, and if the board of directors of the company fails to implement the provisions of paragraph 1, the shares held in other people's accounts or other equity directors who are responsible shall bear joint and several liabilities according to law. Pledged securities.
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 comply with the provisions of paragraph 1 of this article, the responsible directors shall bear joint and several liabilities according to law.
Article 39 the general meeting of shareholders is the authority of the company, and Article 40 the general meeting of shareholders is the authority of the company. It shall exercise the following functions and powers according to law:
(I) determine the company's business policy and investment plan; (I) determine the company's business policy and investment plan; (II) elect and replace directors and supervisors who are not held by employee representatives; (II) elect and replace directors and supervisors who are not held by employee representatives, and decide on matters related to the remuneration of directors and supervisors; Directors and supervisors, and decide on matters related to the remuneration of directors and supervisors; (III) review and approve the report of the board of directors; (III) review and approve the report of the board of directors;
(IV) review and approve the report of the board of supervisors; (IV) review and approve the report of the board of supervisors;
(V) review and approve the company's annual financial budget; (V) review and approve the company's annual financial budget plan and final settlement plan; Project and final settlement plan;
(VI) review and approve the company's profit distribution plan and (VI) review and approve the company's profit distribution plan and loss recovery plan; Loss covering plan;
(VII) make resolutions on the increase or decrease of the company's registered capital (VII) make resolutions on the increase or decrease of the company's registered capital; Resolutions;
(VIII) make resolutions on the issuance of corporate bonds; (VIII) make resolutions on the issuance of corporate bonds;
(IX) make resolutions on the merger, division, dissolution and liquidation of the company or (IX) make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company; To make resolutions on matters such as changing the form of the company;
(x) amend the articles of Association; (x) amend the articles of Association;
（11） (11) to make resolutions on the employment and dismissal of accounting firms by the company; Make resolutions;
（11） Review and approve the transactions specified in Article 40 and (11) review and approve the transaction guarantee matters specified in Article 41; And guarantee matters;
（13） Review the purchase and sale of major assets by the company within one year (XIII) 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 large 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
Item; Item;
（15） (15) to review the company's major related party transactions, including (15) to review the company's major related party transactions. The specific related party transactions to be considered shall be determined according to the related parties formulated by the company, and the related party transactions to be considered shall be determined according to the related party transaction system formulated by the company; Determination of transaction system;
（16） Review the equity incentive plan; （16） Review of equity incentive plan and employee stock ownership plan (17) review of laws, administrative regulations and departmental rules and plans;
Or other matters that should be decided by the general meeting of shareholders as stipulated in the articles of Association (17) review laws, administrative regulations and departmental rules. Or other matters that shall be decided by the general meeting of shareholders as stipulated in the articles of association.
Article 40 Article 41
(III) where the company provides a guarantee, it shall submit it to the board of directors. (III) where the company provides a guarantee, it shall submit it to the board of directors or the general meeting of shareholders for deliberation and timely disclosure. Review under the company or the general meeting of shareholders and disclose it in time. The following guarantee matters of the company shall be submitted to the general meeting of shareholders for deliberation after the deliberation and approval of the board of directors: the general meeting of shareholders for deliberation:
1. The amount of a single guarantee exceeds the company's latest audited net amount by 1 The amount of a single guarantee exceeds 10% of the company's latest audited net assets; Guarantee for 10% of assets;
2. Total amount of external guarantee of the company and its holding subsidiaries, 2 common
