Securities code: Zhejiang Damon Technology Co.Ltd(688360) securities abbreviation: Zhejiang Damon Technology Co.Ltd(688360) Announcement No.: 2022014 Zhejiang Damon Technology Co.Ltd(688360) Group Co., Ltd
Announcement on Amending the articles of association and the rules of procedure of the general meeting of shareholders
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.
According to the guidelines for the articles of association of listed companies (revised in 2022) and the rules for the general meeting of shareholders of listed companies (revised in 2022) newly revised by China Securities Regulatory Commission, and in combination with the actual situation of the company, Zhejiang Damon Technology Co.Ltd(688360) Group Co., Ltd. (hereinafter referred to as "the company") held the 16th meeting of the third board of directors on April 15, 2022, and considered and adopted the proposal on Amending the articles of association and relevant rules of procedure, The above proposals need to be submitted to the general meeting of shareholders of the company for deliberation. The specific modifications are as follows:
1、 Amendment of relevant articles of Association
Before and after modification
Article 2 Zhejiang Damon Technology Co.Ltd(688360) Group Co., Ltd. is a joint stock limited company established in accordance with the company law and other relevant provisions (hereinafter referred to as the "company"). Ltd. (hereinafter referred to as "the company").
The company is changed from the original Zhejiang Damon Technology Co.Ltd(688360) company to the original Zhejiang Zhejiang Damon Technology Co.Ltd(688360) Co., Ltd. It came from the change noted by Zhejiang market supervision and Administration Bureau. Register with Zhejiang market supervision and Administration Bureau, obtain the business license, record the unified social credit code, and obtain the business license. The unified social credit code is 913305007284642118. 913305007284642118。
-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 be postponed to Article 24 under the following circumstances. Under the following circumstances, the company may purchase the shares of the company in accordance with laws, administrative regulations, departmental rules and the articles of association: the company may purchase the shares of the company in accordance with the provisions of laws, administrative regulations, departmental rules and this chapter:
(I) reduce the registered capital of the company; (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 share (III) use shares for employee stock ownership plan or equity incentive; Right incentive;
(IV) the shareholders request the company to purchase its shares because they disagree with the company's merger and division resolution made at the general meeting of shareholders (IV) the shareholders request the company to purchase its shares because they disagree with the company's merger and division resolution made at the general meeting of shareholders; of
(V) converting shares into corporate bonds issued by listed companies; (V) converting shares into corporate bonds convertible into shares issued by listed companies; Corporate bonds convertible into shares;
(VI) the listed company is necessary to maintain the company's value and shareholders' equity. (VI) the listed company is necessary to maintain the company's value and shareholders' equity. Required for equity.
Except for the above circumstances, if the company does not purchase the situation referred to in Item (VI) of the preceding paragraph, it shall comply with the activity of taking shares. One of the following conditions:
1. The closing price of the company's shares is lower than the net assets per share in the latest period;
2. Within 20 consecutive trading days, the closing price of the company's shares has decreased by 30% in total;
3. Other conditions stipulated by the CSRC.
Except for the above circumstances, the company will not purchase the shares of the company.
Article 25 the company shall be postponed to Article 26 due to Article 23 of the articles of association. If the company purchases shares of the company according to items (I) and (II) of paragraph 1 of Article 14 of the articles of association due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 2, the resolution of the general meeting of shareholders shall be adopted; The acquisition of the company's shares shall be subject to the resolution of the general meeting of shareholders in accordance with item (III) of paragraph 1 of Article 23 of the articles of Association; If the company purchases the shares of the company specified in items (III), (V) and (VI) of paragraph 1 of Article 24 of the articles of association due to the circumstances specified in items (V) and (VI) of Article 24 of the articles of association, it may purchase the shares of the company in accordance with the provisions of the articles of association or the circumstances of the shares of the company, with the authorization of the general meeting of more than two-thirds of the directors and the resolution of the meeting of the board of directors attended by more than two-thirds of the directors.
Resolutions of the board meeting. In accordance with paragraph 1 of Article 24 of the articles of association, if the company purchases the shares of the company in accordance with paragraph 1 of Article 23 of the articles of association, it belongs to item (I), and if the shares of the company belong to item (I), it shall be transferred or cancelled within 10 days from the date of acquisition; It shall be transferred or cancelled within 10 days from the date of acquisition; If it falls under the circumstances of items (II) and (IV), it shall be transferred or cancelled within six months under the circumstances of items (III), (V) and (VI); In the case of items (III) and (VI), the total number of shares of the company held by the company shall not exceed 10% of the total number of issued shares of the company, and the number of shares of the company in three years shall not exceed the number of issued shares of the company.
10% of the total number of copies and shall be transferred or cancelled within 3 years.
Article 37 the shareholders of the company shall undertake the following obligations: it shall be postponed to Article 38. The shareholders of the company shall undertake the following (I) abide by laws, administrative regulations and the articles of Association; Obligations:
(II) pay in accordance with the shares they have subscribed for and the way they have subscribed for shares; (I) abide by laws, administrative regulations and the articles of Association; Share capital; (II) pay in accordance with the shares they have subscribed for and the way they have subscribed for shares; (III) no share capital shall be paid except under the circumstances prescribed by laws and regulations;
Withdrawal of shares; (III) except for the circumstances stipulated by laws and regulations, (IV) not abuse the rights of shareholders to damage the company or withdraw shares;
Interests of other shareholders; (IV) not abuse the rights of shareholders to damage the company or the limited liability of shareholders to damage the interests of creditors of the company; Interests of other shareholders; It is not allowed to abuse the company's legal person to independently abuse the rights of shareholders to give limited liability to the company or other shareholders and damage the interests of creditors of the company; If a shareholder causes losses, he shall be liable for compensation according to law. (V) laws, administrative regulations and the articles of association shall
The company's shareholders abuse the independent status of the company's legal person and other obligations that shareholders should undertake.
Limited liability, evasion of debts, and serious damage to the creditors of the company. If the shareholders of the company abuse the rights of shareholders to the company or other interests, they shall be jointly and severally liable for the debts of the company. If a shareholder causes losses, he shall be liable for compensation according to law. (V) laws, administrative regulations and the articles of association should prevent shareholders from abusing the independent status of the company's legal person and other obligations that shareholders should undertake. Limited liability, evasion of debts and serious damage to the interests of creditors of the company shall be jointly and severally liable for the debts of the company.
Article 40 the general meeting of shareholders is the authority of the company, which shall be postponed to Article 41 the general meeting of shareholders is the authority of the company and 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;
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（12） (12) to examine and approve the Guarantees specified in Article 41; and (12) to examine and approve the Guarantees specified in Article 42; Insurance matters;
（13） Review the purchase and sale of the company within one year (XIII) review the matters that the purchase and sale of major assets by the company within one year exceeds the latest audited total assets of the company, and the major assets exceed 30% of the latest audited total assets of the company; 30% of matters;
（14） Deliberating and approving the change of the purpose of the raised funds (14) deliberating and approving the change of the purpose of the raised funds; Item;
（15） Review the equity incentive plan; （15） Review equity incentive plans and employee stock ownership (16) review laws, administrative regulations and departmental plans;
(XVI) other (XVI) matters that shall be decided by the general meeting of shareholders in accordance with the provisions of this chapter or the articles of association. Other matters that shall be decided by the general meeting of shareholders in accordance with the provisions of this chapter or the articles of association.
Article 41 the following external guarantees of the company shall be postponed to Article 42 the following external guarantees of the company shall be deliberated and approved by the general meeting of shareholders. The act shall be deliberated and approved by the general meeting of shareholders.
(I) any guarantee provided by the company and its holding subsidiaries after the total amount of external guarantee to (I) the company and its holding subsidiaries reaches or exceeds the total amount of audited net external guarantee in the latest period and exceeds 50% of the assets of audited net assets in the latest period; Any guarantee provided after 50%;
(II) the guarantee provided after the total amount of the company's external guarantee accumulated for 12 consecutive months exceeds 30% of the company's latest audited total assets and 30% of the company's latest audited total assets; Any guarantee;
(III) the guarantee provided for the guarantee object with asset liability ratio exceeding 70% (III) the guarantee provided according to the guarantee amount for 12 consecutive months; According to the calculation principle, if the amount of a single guarantee exceeds one hundred (IV) of the company's total assets audited in the latest period and exceeds 30% of the company's total assets audited in the latest period;
Guarantee of 10% of net assets; (IV) guarantee provided to shareholders, actual controllers and their related parties if the asset liability ratio exceeds 70% (V);
The guarantee provided; (V) the amount of a single guarantee exceeds the guarantee provided for other related parties of the company in the latest audit (VI). Guarantee of 10% of net assets;
For the guarantee matters within the authority of the board of directors, in addition to (VI) the shareholders, actual controllers and their related parties shall be approved by more than half of all directors, the guarantee shall also be provided.
More than two-thirds of the directors attending the board meeting agree; When the board of directors deliberates and approves the guarantee in Item (II) of the preceding paragraph beyond the scope of authority of the general meeting of shareholders, it shall be approved by more than two-thirds of the voting rights held by the shareholders within the scope of authority of the board of directors. The guarantee matters shall be approved by more than half of all directors. In addition to the fact that the company is the controlling shareholder, actual controller and its affiliates, it shall also be approved by three members attending the meeting of the board of directors
