Beijing Ctrowell Technology Corporation Limited(300455) articles of Association
Beijing Ctrowell Technology Corporation Limited(300455)
Explanation on the revision of the rules of procedure of the general meeting of shareholders
Revised original terms
Article 3 the general meeting of shareholders shall exercise 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) election and replacement of directors, directors not elected and replaced by employees and supervisors not held by employee representatives, decision on supervisors held by relevant directors and supervisor representatives, and decision on 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; (IV) review and approve the report of the board of supervisors; (IV) review and approve the report of the board of supervisors;
(V) review and approve the company’s annual financial budget (V) review and approve the company’s annual financial budget plan and final account plan; Settlement plan and final settlement plan;
(VI) review and approve the company’s profit distribution formula (VI) review and approve the company’s profit distribution plan and loss recovery plan; Case and loss recovery plan;
(VII) make resolutions on the increase or decrease of the company’s registered capital (VII) make resolutions on the increase or decrease of the company’s registered capital; To make a resolution on this;
(VIII) make resolutions on the issuance of corporate bonds; (VIII) make resolutions on the issuance of corporate bonds; (IX) make resolutions on the company’s merger, division, dissolution, (IX) make resolutions on the company’s merger, division, dissolution, liquidation or change of company form; Make resolutions on liquidation or change of company form;
(x) amend the articles of Association; (x) amend the articles of Association;
（11） (11) to make resolutions on the employment and dismissal of accounting firms by the company; The firm makes a resolution;
（12） Review the equity incentive plan; （12） Review the equity incentive plan;
（13） Deliberating and approving the provisions of Article 43 (13) deliberating and approving the foreign investment, acquisition and sale of assets, asset mortgage, foreign investment, acquisition and sale of assets, asset mortgage, entrusted financial management, external guarantee, related party transactions and other matters specified in Article 43. Entrusted financial management, provision of financial assistance, external guarantee, related party transactions, etc;
（14） Review and approve the change of the purpose of the raised funds;
（15） Consider other matters that shall be decided by the general meeting of shareholders in accordance with laws, administrative regulations, departmental rules or the articles of association.
In order to improve work efficiency, the general meeting of shareholders may authorize the board of directors through a resolution, and the authorization content shall be specific and clear, However, the functions and powers of the above general meeting of shareholders shall not be exercised by the board of directors or other institutions and individuals in the form of authorization.
Beijing Ctrowell Technology Corporation Limited(300455) articles of Association
Article 4 the general meeting of shareholders decides the following: Article 4 the general meeting of shareholders decides the following foreign investment, acquisition and sale of assets, asset mortgage, foreign investment, acquisition and sale of assets, asset mortgage, entrusted financial management, external guarantee, related party transaction, provision of entrusted financial management, external guarantee, related party transaction Providing financial assistance and other matters: financial assistance and other matters:
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（3） The guarantee belongs to one of the following circumstances (III) in principle, if the external guarantee can only be for holding, the guarantee shall be provided by the subsidiary after the deliberation and approval of the board of directors, and shall not be submitted to the general meeting of shareholders for deliberation if it has an equity relationship. The units provide mutual guarantee or disguised guarantee, with the guarantee amount of 1 The amount of a single guarantee shall not exceed 10% of the company’s latest audited consolidated net assets; 40% of the company’s assets shall not exceed 2.5% of the company’s current level The guarantee period provided by the company and its holding subsidiaries is 50% of the audited consolidated net assets. Any guarantee provided after the total amount of guarantee matters exceeds 50% of the latest audited net assets of the company and should be submitted to the shareholders after being deliberated and approved by the board of directors; Will consider.
3. Guarantee that the asset liability ratio exceeds 70% to
The guarantee provided by the company;
4. The guarantee amount exceeds 50% of the company’s latest audited net assets and the absolute amount exceeds 50 million yuan within 12 consecutive months;
5. The guarantee amount exceeds 30% of the latest audited total assets of the company within 12 consecutive months;
6. Guarantees provided to shareholders, actual controllers and their affiliates;
7. Rules and regulations of Shenzhen Stock Exchange and the company
Other guarantee situations specified.
When the general meeting of shareholders deliberates the guarantee matters referred to in paragraph 5 of the preceding paragraph, it must be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting.
When the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers and their affiliates, such shareholders or shareholders controlled by such actual controllers shall not participate in the voting, which shall be adopted by more than half of the voting rights held by other shareholders attending the general meeting of shareholders.
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Article 16 the convener of the general meeting of shareholders shall notify all shareholders 20 days before the annual general meeting of shareholders, 20 days before the annual general meeting of shareholders, 15 days before the extraordinary general meeting of shareholders, and 15 days before the extraordinary general meeting of shareholders. The company shall notify all shareholders of the general meeting of shareholders in advance. When the company calculates the starting and ending period of the notice of the general meeting of shareholders, it does not include the starting and ending period of the notice of the meeting, and does not include the day when the meeting is held, but includes the day of the notice. Day.
Beijing Ctrowell Technology Corporation Limited(300455) articles of Association
Beijing Ctrowell Technology Corporation Limited(300455) January 2022
