Beijing Ctrowell Technology Corporation Limited(300455)
Description of amendments to the articles of Association
After modification of the original clause
number
Article 1 in order to safeguard the legitimate rights and interests of shareholders and creditors of Beijing Beijing Ctrowell Technology Corporation Limited(300455) Technology Co., Ltd. (hereinafter referred to as Technology Co., Ltd. (hereinafter referred to as the “company”) and the “company”), standardize the rights and interests of the company, standardize the organization and behavior of the company, and the organization and behavior of the company, Improve the corporate governance structure in accordance with the company law of the people’s Republic of China, the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the Securities Law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) Zhong 1 (Securities Law), the articles of association of listed companies, the articles of association of the Communist Party of China and the guidelines for the articles of association of listed companies (hereinafter referred to as the “guidelines for the articles of association”), (hereinafter referred to as the “guidelines for the articles of Association”) Shenzhen Stock Exchange, GEM Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as “Listing Rules”) and Shenzhen Stock Exchange Rules) The provisions of the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange (based on the guidelines for the standardized operation of listed companies (hereinafter referred to as the “guidelines for the standardized operation”) and other known “guidelines for the standardized operation”) and other relevant laws, regulations and normative documents, as well as relevant laws, regulations The articles of association are formulated for the regulation of normative documents.
The articles of association are formulated in accordance with relevant provisions.
Article 9 in accordance with the provisions of the constitution of the Communist Party of China, the organization of the Communist Party of China shall be established, Party activities shall be carried out, the party’s working organization shall be established, party affairs staff shall be fully 2 allocated and strengthened, and the working funds of the party organization shall be guaranteed. The Party committee of the company plays the leading role of “taking the direction, managing the overall situation and promoting implementation”.
Add this item, and the following serial numbers will increase in turn.
Article 9 all the assets of the company are divided into Article 10. The company operates independently according to law and has only equal shares. The shareholders shall be liable to the company to the extent that the shares they subscribe for are accounted for, responsible for their own profits and losses, and independently bear civil liabilities. The company shall take its own responsibilities. All the assets of the company are divided into shares of equal value, and all the assets of each share shall be liable for the debts of the company to the extent of the shares they subscribe for. The company shall be liable for the company’s debts with all its assets.
Article 11 the company shall abide by the relevant provisions of the state on the supervision and administration of state-owned assets, accept the supervision and administration of state organs and competent institutions, and strengthen the rigid financial constraints of state-owned 4 enterprises. The company actively participates in the market competition, the survival of the fittest in the market competition, and tamps the dominant position in the market.
Add this item, and the following serial numbers will increase in turn.
Article 12 the company adheres to the rule of law and 5 strives to build an enterprise under the rule of law with perfect governance, operation compliance, standardized management, law-abiding integrity.
Add this item, and the following serial numbers will increase in turn.
Article 10 the articles of association of the company shall come into force. Article 13 the articles of association of the company shall become the organization date of the company from the date of entry into force, that is, the organization and behavior of the company, the organization and behavior of the company, the company and shareholders, shareholders and joint-stock companies and shareholders Rights between shareholders, rights and obligations between Yidong, legally binding documents with legal relationship, binding documents for the company, shareholders, the company, shareholders, members of the company’s Party committee, directors, directors, supervisors, general manager and other senior supervisors The general manager and other senior managers have 6 legally binding documents. In accordance with the articles of association, there are two copies. According to the articles of association, shareholders can sue, shareholders can sue, shareholders can sue corporate shareholders, shareholders can sue directors, directors, supervisors, general manager and other senior management supervisors, general manager and other senior management personnel of the company, shareholders can sue the company, members of the company, shareholders can sue the company, and the company can sue shareholders Directors, supervisors, the general manager and other senior managers to sue shareholders, directors, supervisors, the general manager.
Managers and other senior managers.
Article 14 the senior managers referred to in the articles of association refer to the general manager and his personnel of the company, and refer to the general manager and other senior managers of the company; Other senior management personnel; Other senior managers are the deputy general manager, and the managers are the deputy general manager, the Secretary of the board of directors, the manager, the Secretary of the board of directors and the chief financial officer.
Financial director.
Article 18 the company shall be changed as a whole article 21 the company shall be established by changing the party as a whole. The total number of share capital shall be initiated. At the time of establishment, the total number of share capital shall be 8105 million shares, with an amount of 105000000 shares per share and an amount of 1.00 yuan per share. 1.00 yuan.
…… ……
Article 19 total number of shares of the company Article 22 the total number of existing shares of the company is 717767936 shares, all of which are ordinary shares. 717767936 shares, all ordinary shares.
9. The shares of the promoters are 509981991
207785945 shares and 207785945 public shares
Shares.
Article 28 the shares of the company held by the promoters Article 31 the shares of the company held by the promoters shall not be transferred within one year or less from the date of establishment of the company. The company’s public offering may be transferred. The shares issued before the company’s public offering of shares shall not be transferred within 1 year from the date when the company’s shares are listed on the stock exchange and traded on the stock exchange.
It shall not be transferred within 10 1 years. The directors, supervisors and senior managers of the company shall report to the company the shares held by the company, and the personnel shall report to the company the shares held and their changes, and the shares transferred to the company every year during their term of office, The number of shares assigned shall not exceed 25% of the total number of shares transferred each year during his tenure of office in the company; The shares of the company held by the company shall be 25% of the total shares of the company held by the company; The shares shall not be transferred within one year from the date of listing and trading.
The shares of the company held by the above-mentioned personnel shall not be transferred within half a year after the company’s shares are listed and shall not be transferred within 1 year from the date of transfer. Let them hold shares in the company.
The above-mentioned personnel are in public development for the first time in the company
Apply within six months from the date of listing of the bank’s shares
In case of resignation, 18 months from the date of declaration of resignation
The company directly held by the company shall not be transferred within months
Company shares; Initial public offering of shares in the company
From the seventh month to the twelfth month from the date of listing
Those who declare their resignation within months shall leave the company from the date of declaration
It shall not be transferred within 12 months from the date of taking office
Directly held shares of the company.
The above-mentioned personnel shall not leave the company within half a year after leaving the company
May transfer its shares in the company.
Article 41 the general meeting of shareholders is the company’s general meeting. Article 44 the general meeting of shareholders is the authority of the company’s division. It exercises the following functions and powers according to law:
Power: (I) to decide the company’s business policy and investment plan; (I) to decide the company’s business policy and investment plan;
And investment plan; (II) elect and replace directors and supervisors who are not employees; (II) elect and replace directors and supervisors who are not employees’ representatives, decide on relevant directors and supervisors who are employees’ representatives, and decide on the remuneration of supervisors;
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;
Report; (V) review and approve the company’s annual financial report (IV) review and approve the report of the board of supervisors; Budget plan and final account plan;
(V) review and approve the company’s annual (VI) review and approve the company’s profit distribution financial budget plan and final account plan; Plan and loss recovery plan;
(VI) review and approve the company’s profits; (VII) increase or decrease the registered distribution plan and make up the losses of the company; Make resolutions on capital;
(VII) make resolutions on the increase or decrease of the company; (VIII) make resolutions on the issuance of corporate bonds; Make resolutions on the registered capital; (IX) to make resolutions on the merger, division and dissolution of the company, (VIII) to liquidate the issuance of corporate bonds or to change the form of the company;
Resolutions; (x) amend the articles of Association;
(IX) make resolutions on the merger and division of the company; (XI) make resolutions on the employment, dismissal, dissolution, liquidation or change of the company’s form as a certified public firm;
Issue resolutions; （12） Review the equity incentive plan;
(x) amend the articles of Association; （13） Deliberating and approving the resolutions on the external investment, acquisition and sale of assets and asset accounting firms employed and dismissed by the company in accordance with Article 43 (11); Mortgage, entrust financial management, provide financial assistance, and (12) review the equity incentive plan; External guarantees, related party transactions, etc;
（13） Deliberating and approving the changes in the purpose of foreign investment, acquisition and sale of funds as stipulated in Article 43 (14);
Property, asset mortgage, entrusted financial management, external (XV) review of laws, administrative regulations, guarantees, related party transactions, etc. Other matters that shall be decided by the general meeting of shareholders in order to improve work efficiency as stipulated in the departmental rules or the articles of association.
The board of directors may authorize the board of directors by resolution. In order to improve work efficiency, the general meeting of shareholders may authorize the board of directors, and the authorization content shall be specific and clear. However, if the board of directors is authorized by resolution, the authority of the above-mentioned general meeting of shareholders shall not be authorized, and the authorization content shall be specific and clear, However, the above-mentioned rights of the general meeting of shareholders shall be exercised by the board of directors or other institutions and individuals, and their functions and powers shall not be exercised by the board of directors in the form of authorization.
