Suzhou Huaya Intelligence Technology Co.Ltd(003043)
Comparison table of 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 Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant laws, regulations and normative documents, and in combination with the actual situation, the company plans to amend the Suzhou Huaya Intelligence Technology Co.Ltd(003043) articles of association. The details are as follows:
Clause No. original clause revised clause
Article 20 according to the needs of operation and development, according to the needs of operation and development, in accordance with the provisions of laws and regulations, the shareholders’ meeting may adopt the following resolutions, and the following methods may be adopted to increase the capital:
(I) public offering of shares; (I) public offering of shares;
(II) non public offering of shares; (II) non public offering of shares;
(III) distribute bonus shares to existing shareholders; (III) distribute bonus shares to existing shareholders; (IV) increase the share capital with the accumulation fund; (IV) increase the share capital with the accumulation fund;
(V) laws and administrative regulations, and (V) laws and administrative regulations and other methods approved by competent government departments. The government has the right to other ways approved by relevant departments. When the company issues convertible corporate bonds, the procedures and arrangements for the issuance and conversion of convertible 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 168 profit distribution policy
(I) principle of profit distribution (I) principle of profit distribution
The company’s profit distribution should pay full attention to the investment company’s profit distribution, pay full attention to the reasonable investment return to investors, the reasonable investment return of profit distribution investors, the profit distribution policy should maintain continuity and stability, and the policy should maintain continuity and stability, In accordance with the principle of “the same shares, the same rights and the same interests”, and the principle of “the same shares, the same rights and the same interests”, according to the principle that each shareholder holds the company’s shares, and according to the proportion of the company’s shares held by each shareholder. The company will distribute the shares in proportion. The company will implement a sustained and stable dividend distribution policy and a public sustained and stable dividend distribution policy. The company’s dividend distribution should pay attention to the dividend distribution to investors. The company should pay attention to the reasonable investment return to investors, especially small and medium-sized investors, especially the reasonable investment return of small and medium-sized investors, and give consideration to the sustainable development of the company. In public and taking into account the sustainable development of the company. On the premise that the company is profitable and meets the regulatory requirements, the company is profitable and meets the regulatory requirements, and the company’s normal operation and long-term development, the company will actively distribute shares in cash, and the company will actively distribute dividends in cash. Lee.
(II) form of profit distribution (II) form of profit distribution
The company distributes dividends in the form of cash, stock or a combination of cash and stock, and the company distributes dividends in the form of a combination of stock. If the company has the conditions for cash dividends and the company has the conditions for cash dividends, the company shall give priority to cash dividends. If the company has the conditions for cash dividends, the company shall give priority to cash dividends for profit distribution. Profit distribution.
(III) period interval of profit distribution (III) period interval of profit distribution
If the company makes profits and has branches available in the current year, if the company makes profits and has profits available for distribution in the current year, it shall make annual profit distribution. When making profits, it shall make annual profit distribution, especially cash dividend. The board of directors may allocate, especially cash dividends. The board of directors may propose the company to pay Interim Cash Dividends according to the company’s operating conditions. Carry out Interim Cash dividends.
(IV) conditions for profit distribution (IV) conditions for profit distribution
1. Specific conditions of cash dividend 1. Specific conditions of cash dividend
The company makes profits in the current year and has not been distributed in total. (1) when the audited net profit distribution profit of the company in the current year is positive and it is guaranteed that the company can maintain a positive number and the company has no major foreign investment, continuous operation and long-term development in the current year, cash dividends shall be distributed in the form of cash, The company shall distribute the profits in the form of cash dividends, and the profits allocated shall not be less than the profits realized in the current year. Distribute 20% of the profits. (2) the specific cash dividend amount of each year and the dividend proportion plan of the company shall be prepared by the board of directors according to the previous provisions of not less than the distributable profits realized in the current year, combined with the operating conditions of the company and 20% of the corresponding (excluding the undistributed profits at the beginning of the year).
Relevant regulations shall be formulated and submitted to the shareholders’ meeting, which shall be decided by the board of directors according to the specific conditions of the company. According to the operating conditions and market environment, formulate the specific conditions and allocation plan for profit distribution 2. Issuing stock dividends and submit it to the general meeting of shareholders for approval. On the premise of ensuring the reasonableness of the company’s capital stock scale and equity structure, major foreign investment plan or major cash expenditure, based on the return to investors, it refers to one of the following situations: considering the growth of the company’s proposed foreign investment, the dilution of net assets per share, public capital Based on the matching between the stock price of the company and the scale of the company’s share capital for the acquisition of assets or the purchase of fixed assets, if the calculated expenditure reaches or exceeds the company’s latest period and other real and reasonable factors, when the audited net assets of the company’s shares are 15% and the valuation is within a reasonable range, the company can pay 60 million yuan; In order to distribute stock dividends while implementing cash dividends. Stock dividend distribution plan ② the company plans to invest abroad in the next 12 months, which shall be formulated by the board of directors and submitted to the general meeting of shareholders for capital, asset acquisition or fixed asset purchase. The accrued expenses reach or exceed 10% of the total audited assets of the company in the latest period 3. Differentiated cash dividend policy.
The board of directors of the company shall comprehensively consider the above-mentioned major foreign investment plan or major current industry characteristics, development stage and its own financial expenditure, which can be implemented only after being approved by the board of directors and reported to the shareholders’ business model, profitability and whether there is a major meeting for deliberation and approval. Large capital expenditure arrangements and other factors, distinguish the following 2. The specific conditions for issuing stock dividends, and put forward differentiated cash dividend policies in accordance with the procedures specified in the articles of association: on the premise of ensuring that the company’s share capital scale and ownership structure (1) the company’s development stage is mature and unreasonable, considering profits and sharing enterprise value based on the return of major capital expenditure arrangements for investors, from the time of distribution of the company, The proportion of cash dividends in the growth of profits, dilution of net assets per share and public distribution should reach 80% at least; Based on the true and reasonable factors such as the matching between the company’s share price and the size of the company’s share capital, when the company’s shares (2) the company’s development stage is mature and the valuation with votes is within a reasonable range, the company can make profits for share distribution while implementing cash dividend, and the cash dividend is distributed in the current profit share dividend distribution. The minimum proportion of stock dividend distribution plan should reach 40%; Proposed by the board of directors and submitted to the general meeting of shareholders (3) the development stage of the company is a growth stage with voting. In case of major capital expenditure arrangement, during the distribution of profit 3. Differentiated cash dividend policy, the board of directors of the branch company shall comprehensively consider that the proportion of cash dividend in the distribution of the company shall be at least 20%; (4) if it is difficult to distinguish between the industry characteristics, development stage and the development stage of the company itself, but there are business models, profitability and whether there are major capital expenditure arrangements, it can be handled according to the provisions of the preceding paragraph according to factors such as large capital expenditure arrangements. Major capital expenditure refers to the following situations, and according to the schedule specified in the articles of association, it is planned to make foreign investment and acquisition in the next 12 months, and put forward differentiated cash dividend policies: the cumulative expenditure on assets or equipment is up to (1) the development stage of the company is mature and does not reach or exceed 50 million yuan (except for profits in case of major capital expenditure arrangement of raised investment projects). At the time of distribution, the proportion of cash dividends in the profit distribution (V) of the board of directors and the general meeting of shareholders shall be at least 80%; Research and demonstration procedures and decision-making of distribution scheme (2) if the development stage of the company is in a mature stage and there is a mechanism for major capital expenditure arrangement, the profit shall be carried out. 1. Before the publication of the periodic report, when the company’s senior distribution, the cash dividend shall account for at least 40% of the full distribution of the profit distribution, and the management personnel and the board of directors shall account for at least 40%; Considering the company’s sustainable operation ability and ensuring normal operation (3) if the development stage of the company is in the growth period and there are funds and major capital expenditure arrangements required for production, operation and business development, when distributing profits and paying attention to the reasonable return on investment of investors, the cash dividend shall study and demonstrate the profit distribution plan on the premise of this profit distribution. The proportion of matching should be at least 20%; The board of directors shall carefully study and demonstrate the timing, conditions and minimum ratio of the company’s cash dividends. (4) if the development stage of the company is not easy to distinguish, but there are cases, adjustment conditions and decision-making procedures that require major capital expenditure arrangements, such matters can be handled in accordance with the requirements, and the independent directors shall issue an indication to the provisions of the preceding paragraph. Confirm your opinion. Independent directors can solicit the opinions of shareholders of small and medium-sized cash dividends in this profit distribution, put forward dividend proposals, and the proportion is cash dividends divided by cash dividends and directly submitted to the board of directors for deliberation.
2. The board of directors of the company formulates the sum of specific profits and stock dividends. When allocating the plan, it shall comply with the relevant Chinese law (V) the research and demonstration procedures and decision-making documents of the board of directors and the general meeting of shareholders on the profit law, administrative regulations, departmental rules and standardized distribution plan, as well as the profit distribution mechanism policies stipulated in the articles of Association. 3. The board of directors of the company deliberates and approves the profit distribution. 1. Before the publication of the periodic report, after the senior plan of the company is announced in the periodic report, the management personnel and the board of directors shall be fully examined and submitted to the general meeting of shareholders for deliberation. Considering the company’s sustainable operation ability, the funds required to ensure normal production and operation and business development, and 4. The company realized profit in the previous fiscal year and paid attention to the profit of reasonable investment return to investors, but the board of directors of the company studied and demonstrated the profit distribution plan on the premise of the previous fiscal year. If no cash dividend plan is put forward after the end of the period, the board of directors shall carefully study and demonstrate the company, consult the board of supervisors, and disclose the time, conditions and minimum ratio of cash dividend in the periodic report. The reasons for the failure to put forward the cash dividend rules, adjustment conditions and decision-making procedures, the requirements not used for dividend and other matters shall be disclosed in the periodic report. The independent directors shall state the purpose of the cash retained in the company, and the independent directors shall also confirm their opinions. Independent directors may solicit independent opinions from small and medium-sized shareholders, make public the opinions of shareholders, put forward dividend proposals and disclose them. Directly submit to the board of directors for deliberation.
5. During the decision-making and demonstration process of the company’s board of directors on relevant profit distribution 2 and the formulation of specific profit distribution plans by the company’s board of directors, as well as the allocation plan, the relevant laws of China shall be observed. Before the company’s general meeting of shareholders deliberates the specific laws, administrative regulations, departmental rules and normative plans of cash dividends, the company may adopt the telephone, fax, letter, e-mail and policy of profit distribution specified in the company’s documents and these articles of association. Interactive level of investor relations on the company’s website 3. The board of directors of the company will communicate and exchange with shareholders, especially small and medium-sized shares, through the profit distribution platform and other means, and after the plan is announced in the periodic report, Tidong will fully listen to the deliberation of the general meeting of shareholders of CCCC. The opinions and demands of minority shareholders and timely reply to the concerns of minority shareholders. General meeting of shareholders 4. When the company realizes profit in the previous fiscal year and deliberates the profit distribution plan, in addition to the on-site profit meeting, but the board of directors of the company deliberates and votes in the previous fiscal year, the company shall provide votes without cash dividend plan after the end of online voting for the convenience of shareholders
