Baoding Lucky Innovative Materials Co.Ltd(300446)
Amendment to the articles of Association
On April 15, 2022, Baoding Lucky Innovative Materials Co.Ltd(300446) (hereinafter referred to as “the company”) held the 14th meeting of the 4th board of directors, deliberated and adopted the proposal on Amending the articles of association. According to the guidelines for the articles of association of listed companies and the guidelines for the articles of association of listed companies (revised in 2022), combined with the actual situation of the company, the board of directors of the company plans to revise the corresponding provisions of the articles of association. The details are as follows:
Terms before and after modification
Article 2 Baoding lucky new materials Co., Ltd. Article 2 Baoding Lucky Innovative Materials Co.Ltd(300446) (hereinafter referred to as “the company”) is in accordance with the company law and the law of the people’s Republic of China on the administration of company registration A joint stock limited company established in accordance with the regulations of the people’s Republic of China on the administration of company registration and other relevant provisions. Division.
The company was established in the form of sponsorship by Baoding Lekai magnetic information Co., Ltd. and baokai magnetic information material Co., Ltd. and registered with Baoding Administration for Industry and commerce. The enterprise was registered with Baoding market supervision administration and obtained the business license of enterprise legal person. The registration number is: obtained the business license of enterprise legal person, Unified social credit agent 130605 China Baoan Group Co.Ltd(000009) 731. Code: 911306057713196269.
Article 9 according to Article 9 of the constitution of the Communist Party of China and the provisions of the party constitution, establish the organization of the Communist Party of China, carry out the organization of the Communist Party of China, carry out the activities of the Communist Party of China, establish the working organization of the party, allocate and strengthen the working mechanism of the party, allocate and strengthen the staff of party affairs, ensure the staff of the party organization and the working funds of the party organization. Fee.
Article 24 under the following circumstances, the company may not purchase the shares of the company in accordance with laws, administrative regulations, departmental rules and regulations. However, except for one of the following circumstances: purchase the shares of the company in accordance with the provisions of the articles of association: (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) the shareholders disagree with the company’s resolution on merger and division made by the general meeting of shareholders (IV) the shareholders disagree with the resolution on merger and division made by the general meeting of shareholders, require the company to acquire its shares;
Purchase its shares; (V) use the shares to convert the shares issued by the company; (V) use the shares to convert the listed company to issue corporate bonds convertible into shares;
Corporate bonds convertible into shares; (VI) the company is necessary to maintain the company’s value and shareholders. (VI) the listed company is necessary to maintain the company’s value and rights and interests.
Necessary for shareholders’ equity.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 25 a company may acquire 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 and other laws and administrative regulations recognized by the CSRC. Other methods.
Article 29 the shares of the company held by the promoters shall not be transferred within one year from the date of establishment of the company, and shall not be transferred within one year from the date of establishment of the company. Shares of the company that have been released to the public. The shares issued by the company before the public issuance of shares shall not be transferred within one year from the date when the company’s shares are listed and traded on the stock exchange and the date when the company’s shares are listed and traded on the stock exchange. It shall not be transferred within one year from.
The controlling shareholders and actual controllers of the company shall not transfer or entrust others within thirty-six months from the date of the initial public offering and listing of the company’s shares, or within six months from the date of the initial public offering and listing of the company’s shares, It is not allowed to transfer or entrust others to manage the company directly or indirectly held by it. It is not allowed to transfer or entrust others to manage the shares issued before the company’s public offering shares directly or indirectly held by it. It is also not allowed to buy back the shares issued before the public offering shares issued by the company directly or indirectly held by it. It is not allowed for the company to buy back the shares directly or indirectly held by it. Shares issued before the company’s shares. One year after the date of listing of the company’s shares and one year after the actual date of existence of the transferor and the transferor, if the transferor and the transferor have an actual control relationship, or both are controlled by the same controller, or both are controlled by the same controller, the application of the controlling shareholder and the actual controller, the application of the shareholder and the actual controller and the consent of Shenzhen Stock Exchange, May be exempted from the above obligations as agreed by the exchange. Obligations. The directors, supervisors and senior managers of the company shall, before the listing of the company’s shares, when the appointment takes effect, when the new one is before the listing of the company’s shares, when the appointment takes effect, when the new one holds the company’s shares and the resignation application takes effect, and when the new one holds the company’s shares and the resignation application takes effect, Declare and apply for locking the company’s shares in accordance with the relevant provisions of the exchange. Directors and supervisors of the company and their shares of the company. If the shares of the company held by the directors, supervisors and senior managers of the company change, the senior managers and securities affairs representatives (except for the changes caused by the company’s distribution of stock dividends and the conversion of capital reserves into shares of the company (except for the changes caused by the company’s distribution of shares to increase share capital), they shall timely report to the company on the changes caused by the conversion of stock dividends and capital reserves into share capital, and the company shall publish them on the website designated by the exchange), It shall report to the company in time and be reported by the company.
The directors, supervisors and senior managers of the company shall make announcements on the website designated by the exchange. The directors, supervisors and senior managers of the company shall not transfer their shares of the company within one year from the date of listing of the company’s shares and half a year after their resignation. The shares of the company held by the directors, supervisors and senior managers of the company after the expiration of the annual lock-in period shall not be transferred within one year from the first day of employment and six months after resignation. After the expiration of the one-year lock-in period, if the shares transferred by the managers each year during their term of office do not exceed the total number of shares held by the directors, supervisors and senior managers of the company, if they intend to buy and sell the shares of the company during their term of office, they shall be subject to the relevant 25%. It is stipulated that the shares transferred by the directors, supervisors and senior managers of each company during their term of office shall not exceed 25% of the total shares of the six companies since the date of listing of the company’s initial public offering. For those who declare their resignation within a month, ten days from the date of declaration of resignation
The directors, supervisors and senior managers of the company do not transfer their directly held shares of the company within eight months, six copies from the date of the company’s initial public offering; If the company declares resignation within the month from the date of IPO listing, if it declares resignation between the seventh month and the twelfth month from the date of declaration of resignation, it will not transfer its directly held shares within 18 months, and the company will not transfer its shares within 12 months from the date of declaration of resignation; Shares of the company directly held on the date of IPO listing. If the employee applies for resignation between the seventh month and the twelfth month from the date of resignation, he shall not transfer the shares of the company directly held by him within 12 months from the date of resignation.
Article 30 directors, supervisors and senior managers of the company Article 30 directors, supervisors and senior managers of the company, managers holding more than 5% of the company’s shares and shareholders holding more than 5% of the company’s shares shall sell the company’s shares or other shareholders’ equity securities held by them within 6 months after they buy the company’s shares, Or sell within 6 months after selling, or buy again and buy again within 6 months after selling. The income from this shall belong to the company, and the income from this shall belong to the company. The board of directors of the company will recover its income. However, the certificate will recover its income. However, if a securities company holds more than 5% and more than 5% of the shares because the securities company purchases the remaining after-sales shares due to underwriting, the sale of the shares is not subject to 6 shares and other month time restrictions stipulated by the CSRC. Unless otherwise specified.
If the board of directors of the company fails to implement the directors, supervisors and senior managers mentioned in the preceding paragraph in accordance with the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to implement the shares or other measures held by the directors or natural person shareholders within 30 days. If the board of directors of the company fails to execute the securities with equity nature within the above-mentioned period, including its spouse, parents and shareholders, the shareholders have the right to directly bring a lawsuit to the people’s court in the name of the shares held by their children and by using the accounts of others for the benefit of the company. Notes or other securities with the nature of equity.
If the board of directors of the company fails to comply with the provisions of paragraph 1 of this article, and the responsible directors bear joint and several execution according to law, the shareholders have the right to require the board of directors to be held responsible within 30 days. Internal execution. If the board of directors of the company fails to execute within the above-mentioned period, the shareholders have the right to
Directly bring a lawsuit to the people’s court in the name of.
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 38 The shareholders of the company shall undertake the following obligations:
(I) abide by laws, administrative regulations and this chapter (I) abide by laws, administrative regulations and these articles of Association; Process;
(II) pay the share capital according to the shares it has subscribed for and the shareholder (II) pay the share capital according to the shares it has subscribed for and the way it has become a shareholder; Pay the share capital in cash;
(III) except for the circumstances stipulated by laws and regulations, (III) except for the circumstances stipulated by laws and regulations, the company shall not withdraw its shares; No withdrawal;
(IV) not abuse the rights of shareholders to damage the company; (IV) not abuse the rights of shareholders to damage the interests of the company or other shareholders; Shall not abuse the company law or the interests of other shareholders; The independent status of the company’s legal person and the limited liability of shareholders shall not be abused to damage the independent status of the company’s legal person and the limited liability of shareholders to damage the interests of the creditors of corporate bonds; The interests of the obligee;
Where the shareholders of the company abuse the rights of shareholders and cause losses to the company or other shareholders specified in (V) laws, administrative regulations and the articles of association, they shall bear other obligations according to law.
Liability. Where the shareholders of a company abuse their rights and cause losses to the company or other shareholders who abuse the independent status of the company’s legal person, they shall bear the compensation and limited liability of shareholders according to law, evade the liability for debt and serious damage. Where the interests of the creditors of the company are, they shall bear joint and several liabilities for the company’s debts and the abuse of the independent status of the company’s legal person by the shareholders of the company. If a shareholder has limited liability, evades debts and seriously damages the interests of the company’s creditors stipulated in (V) laws, administrative regulations and the articles of association, he shall bear other obligations for the company’s debts. joint responsibility.
Article 42 the general meeting of shareholders is the authority of the company. It exercises the following functions and powers according to law:
(I) decide on the company’s business policy and investment (I) decide on the company’s business policy and investment plan; 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, decide on the directors and supervisors held by relevant directors and supervisors, and decide on the remuneration of relevant directors and supervisors; Remuneration matters;
(III) review and approve the report of the board of directors; (III) review and approve the report of the board of directors; （
