Securities code: Zhejiang Gongdong Medical Technology Co.Ltd(605369) securities abbreviation: Zhejiang Gongdong Medical Technology Co.Ltd(605369) Announcement No.: 2022016 Zhejiang Gongdong Medical Technology Co.Ltd(605369)
Announcement on Amending the articles of association and annexes
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
In accordance with the requirements of the company law, the securities law, the guidelines for the articles of association of listed companies and other relevant laws and normative documents, and in combination with the actual situation, Zhejiang Gongdong Medical Technology Co.Ltd(605369) (hereinafter referred to as the "company") revised some provisions of the articles of association and the rules of procedure of the general meeting of shareholders.
On April 15, 2022, the 15th meeting of the second board of directors deliberated and adopted the proposal on Amending the articles of association and the proposal on Amending the rules of procedure of the general meeting of shareholders.
This revision needs to be submitted to the general meeting of shareholders for deliberation.
1、 The articles of association is amended as follows:
Sn before and after modification
Article 22 according to the needs of operation and development, and in accordance with the provisions of laws and regulations, the company may adopt the following methods to increase its capital according to the mode of operation and development through resolutions made by the general meeting of shareholders:
(I) public offering of shares in accordance with the provisions of laws and regulations;
The following (II) non-public offering of shares may be adopted when the general meeting of shareholders makes resolutions respectively;
Ways to increase capital: (III) distribute bonus shares to existing shareholders;
(I) public offering of shares; (IV) increase the share capital with the accumulation fund;
(II) non public offering of shares; (V) distribution of bonus shares to existing shareholders in accordance with laws, administrative regulations and (III); The Securities Regulatory Commission of the people's Republic of China (hereinafter referred to as China (IV)) increased the share capital with the accumulation fund; Other methods approved by the CSRC.
(V) other methods approved by the CSRC may be used when issuing convertible corporate bonds in accordance with the provisions of laws, administrative regulations and Chinese companies. The procedures and arrangements for the issuance and conversion of corporate bonds and the changes in the company's share capital caused by the conversion shall be in accordance with laws, administrative regulations It shall be handled in accordance with the provisions of relevant documents such as departmental rules and the provisions of the company's convertible corporate bond prospectus.
Article 24 under the following circumstances,
In accordance with laws, administrative regulations, departmental rules and Article 24, the company may not purchase the shares of the company in accordance with the provisions of the articles of association: the shares of the company. However, except for one of the following circumstances: (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; Merger of companies;
(III) use shares for employee stock ownership plan or (III) use shares for employee stock ownership plan or equity incentive; Equity incentive for investors;
(IV) shareholders who disagree with the company's resolution on merger and division made by the general meeting of shareholders (IV) shareholders who request the company to acquire its shares because they disagree with the resolution on merger and division made by the general meeting of shareholders; Purchase its shares;
(V) use the shares to convert the listed company to issue (V) use the shares to convert the convertible corporate bonds issued by the company into shares; Corporate bonds convertible into shares;
(VI) it is necessary for the listed company to maintain the company's value and (VI) it is necessary for the company to maintain the company's value and shareholders' rights and interests. Required for equity.
Except for the above circumstances, the company shall not acquire the company
Company shares.
Article 25 a company may purchase its own shares by means of public centralized trading, or by means of shares, or by means of public centralized trading, or by means of laws and regulations, other laws and administrative regulations recognized by the CSRC, or by 3 means recognized by the CSRC. The company shall conduct in other ways in accordance with Article 24 of the articles of association. If the company purchases its shares under the circumstances specified in Item (III), (V) of paragraph 241 and item (III), (V) and (VI) of paragraph 1 of the articles of association, it shall purchase its shares under the circumstances specified in Item (VI) through public centralized bidding transaction. It shall be conducted through open centralized bidding trading.
Article 30 directors, supervisors and senior management of the company Article 30 the company's managers holding more than 5% of the company's shares, shareholders holding more than 5% of the company's shares, directors, supervisors and senior management shareholders shall transfer their shares or other personnel of the company, Sell the company's shares or other equity securities held by them within 6 months after the purchase, sell the equity securities within 6 months after the purchase, or sell them within 6 months after the sale, or buy them again within 6 months after the sale, and the resulting income shall belong to the company. The company shall be incorporated, and the resulting income shall belong to the company, and the board of directors of the company will recover its income.
However, the board of directors of the securities company will recover its income. However, unless a securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, or more than 5% of the shares of the securities regulatory authority of the State Council, or other circumstances stipulated by the securities regulatory authority of the State Council. Other circumstances stipulated by the securities regulatory authority, except for the directors, supervisors and senior managers mentioned in the preceding paragraph.
4. Shares held by shareholders of natural persons or other securities with equity nature of directors, supervisors and senior managers referred to in the preceding paragraph, including shares held by their spouses, parents, employees and shareholders of natural persons, or other securities with equity nature of shares held by their children and held in other people's accounts, including their spouses, parents, votes or other securities with equity nature. The board of directors of the company does not hold votes or other equity securities in accordance with the provisions of paragraph 1 for the shares held by children and held by others' accounts.
If yes, the shareholders have the right to require the board of directors not to implement the provisions of paragraph 1 of this article within 30 days. If the board of directors of the company fails to execute the prescribed execution within the above period, the shareholders have the right to require the board of directors to execute within 30 days, and the shareholders have the right to execute within their own days for the benefit of the company. The board of directors of the company did not directly bring a lawsuit to the people's court within the above-mentioned time limit. In case of execution, the shareholders have the right to bring a lawsuit directly to the people's court in the name of the board of directors of the company who fails to comply with the provisions of paragraph 1 for the benefit of the company. In case of execution, the responsible directors shall be jointly and severally liable for the failure of the board of directors to comply with the first paragraph of this article. If the provisions are implemented, the responsible directors shall bear the responsibilities according to law
joint responsibility.
Article 40 the controlling shareholders, actual controlling shareholders and actual controllers of the company shall not use their affiliated relationship to damage the public controller, and shall not use their affiliated relationship to damage the interests of the company 5. Those who violate the regulations and cause losses to the company will lose their interests. Those who violate the regulations and cause losses to the company shall be liable for compensation. Be liable for compensation.
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Article 41 Article 41
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（15） Review the equity incentive plan; （15） Review equity incentive plans and employee 6 (XVI) review laws, administrative regulations and shareholding plans of the Ministry;
Other matters that shall be deliberated by the general meeting of shareholders (XVI) according to the regulations or the articles of association. Other matters that shall be decided by the general meeting of shareholders in accordance with the regulations or the articles of association.
Article 42 in addition to being deliberated and approved by more than half of all directors, the external guarantee of the company shall also be deliberated and approved by more than two-thirds of the directors attending the meeting of the board of directors.
The following external guarantee acts of the company shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors (I) the company and its holding subsidiaries:
The total amount of external guarantee provided after reaching or exceeding 50% of the audited net assets of the company and its holding subsidiaries in the latest period (I) exceeds the audited guarantee in the latest period; Any (II) guarantee provided after 50% of the net assets shall be guaranteed for 12 consecutive months according to the guarantee amount;
The guarantee that reaches or exceeds 30% of the company's audited total assets for the most recent 12-month period according to the guarantee amount; The guarantee that exceeds 30% of the company's total assets audited according to (III) guarantee amount for 12 consecutive months in the latest period;
The principle of cumulative calculation within the period reaches or exceeds 50% of the company's audited net assets in the latest (III) period of 12 consecutive months 7, and the principle of cumulative calculation within the absolute amount exceeds the company's recent period by more than 50 million yuan; 50% of the audited net assets, and the absolute amount (IV) is more than 50 million yuan if the asset liability ratio exceeds 70%;
The guarantee provided by the insured; (IV) the guarantee provided for the guarantee object whose asset liability ratio exceeds 7% (V) and the single guarantee amount exceeds 10% in the latest period;
Audit the guarantee of 10% of net assets; (V) the amount of a single guarantee exceeds 10% of the net assets of shareholders, actual controllers and their related audited assets in the latest period;
The guarantee provided by the joint party; (VI) guarantee required from the joint party to shareholders, actual controllers and relevant (VII) laws, regulations and normative documents;
Or other external guarantee matters required by the articles of association to be approved by the general meeting of shareholders (VII) laws, regulations and normative documents. Or other external guarantee matters that need to be approved by the general meeting of shareholders as stipulated in the articles of association
