Securities code: Dongguan Aohai Technology Co.Ltd(002993) securities abbreviation: Dongguan Aohai Technology Co.Ltd(002993) Announcement No.: 2022034
Dongguan Aohai Technology Co.Ltd(002993)
Announcement on Amending the articles of association and handling industrial and commercial registration
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete
There are no false records, misleading statements or major omissions.
Dongguan Aohai Technology Co.Ltd(002993) (hereinafter referred to as “the company”) was called on April 19, 2022
The 13th meeting of the second board of directors deliberated and approved the amendment of the articles of association and handled the industrial and commercial procedures
The proposal for filing and registration needs to be submitted to the general meeting of shareholders of the company for deliberation. The details are as follows:
1、 Notes on Amending the articles of association and handling industrial and commercial registration
According to the latest rules and guidelines issued by China Securities Regulatory Commission and Shenzhen Stock Exchange
Listing Rules of Shenzhen Stock Exchange and self regulatory guidelines for listed companies No. 1 – listed companies on the main board
According to the provisions of relevant laws, regulations and normative documents such as “standardized operation of the company”, and in combination with the actual situation of the company, the company
The company plans to make corresponding amendments to the relevant contents of the articles of association, which will be timely reviewed and approved by the general meeting of shareholders
Go through relevant formalities such as industrial and commercial filing and registration with the market supervision and Administration Bureau.
2、 Major amendments to the articles of Association
Before and after revision
Article 2 the company is established by way of sponsorship and is registered with Dongguan municipal market supervision and administration department, and obtains the business license. The unified social credit supervision and administration department registers and obtains the business license. The unified social credit code is 91441900590133320p. The code used is 91441900590133320p.
Article 12 the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Article 13 after registration according to law, the business scope of the company is: technology. Article 14 after registration according to law, the business scope of the company is: technology service, technology development, technology consulting, technology exchange, technology transfer service, technology development, technology consulting, technology exchange and technology transfer
Technology promotion; Manufacturing of electronic components; Promotion of power electronic components and technologies; Manufacturing of electronic components; Power electronic components
manufacture; Manufacturing of computer software, hardware and peripheral equipment; Internet of things equipment manufacturing; Manufacturing of computer software, hardware and peripheral equipment; Internet of things devices
manufacture; Manufacturing of mobile terminal equipment; Manufacturing of communication equipment; Network equipment manufacturing; Manufacturing of mobile terminal equipment; Manufacturing of communication equipment; Network equipment manufacturing; Manufacturing of mobile communication equipment; Preparation and manufacturing of smart home consumer equipment; Manufacturing of mobile communication equipment; Smart home consumer equipment manufacturing; Smart home gateway manufacturing; Manufacturing of other electronic devices; Electronic manufacturing; Smart home gateway manufacturing; Manufacturing of other electronic devices; Wholesale of electronic components; Sales of power electronic components; Wholesale of computer software and hardware components; Sales of power electronic components; Computer software and hardware
Wholesale of and auxiliary equipment; Internet of things equipment sales; Wholesale of mobile terminal equipment and auxiliary equipment; Internet of things equipment sales; Mobile terminal equipment
sale; Sales of communication equipment; Network equipment sales; Mobile communication equipment sales; Sales of communication equipment; Network equipment sales; Mobile communication equipment
Ready for sale; Sales of smart home consumer equipment; Sales of photovoltaic equipment and components; Sales of smart home consumer equipment; Technology import and export; Import and export of goods; Non residential real estate leasing. (in addition to the manufacturing of parts subject to approval according to law; sales of photovoltaic equipment and components; technology import and export; goods items, carry out business activities independently according to law with business license); Non residential real estate leasing. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
Article 21 the company or its subsidiaries (including its subsidiaries) Article 20 the company or its subsidiaries (including its subsidiaries)
(affiliated enterprises) shall not use gifts, advances, guarantees, compensation or loans, etc. enterprises) shall not use gifts, advances, guarantees, compensation or loans,
Form, provide any capital to the person who purchases or intends to purchase the shares of the company, and provide any assistance to the person who purchases or intends to purchase the shares of the company.
Help.
Article 21 according to the needs of operation and development, and in accordance with Article 22 of the law, the company may increase its capital in the following ways: according to the needs of operation and development, and in accordance with the provisions of laws and regulations, the company may increase its capital in the following ways through the resolutions of the general meeting of shareholders and the provisions of laws and regulations:
(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 other methods approved by the China Securities Regulatory Commission.
Other methods approved by the CSRC.
Article 23 under the following circumstances, the company may not purchase its own shares in accordance with laws and Article 24. However, there are administrative regulations, departmental rules and the articles of association, except for the acquisition of the company under one of the following circumstances:
Shares in:
… …
Article 30 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares shall sell their shares of the company. Article 29 the company’s directors, supervisors, senior managers or other shareholders holding more than 5% of the company’s shares within 6 months after the purchase shall sell their shares of the company, Or buy again within 6 months after the sale, and the income from this will belong to the company, and the board of directors of the company will recover its income. If the ticket is sold within 6 months after purchase, or bought again within 6 months after sale, the proceeds will belong to the company. The directors of the company, however, if the securities company holds 5% of the remaining after-sales shares due to underwriting, the proceeds will be recovered. However, except for the above shares purchased by the securities company due to underwriting and other circumstances stipulated by the CSRC.
If it holds more than 5% of the shares after selling the remaining shares, it is not necessary to sell the shares
The directors, supervisors, senior managers and natural person shareholders mentioned in the preceding paragraph are subject to the time limit of six months.
… … Stocks or other securities with equity nature held, including stocks or other securities with equity nature held by their spouses, parents and children and held in other people’s accounts.
… …
Article 40 the general meeting of shareholders is the authority of the company, which shall be exercised according to law. Article 41 the general meeting of shareholders is the authority of the company, and shall exercise the following functions and powers according to law:
… … … …
（15） Review the equity incentive plan; （15） Review the equity incentive plan and employee stock ownership plan;
（16） Review laws, administrative regulations, departmental rules or the articles of Association (16) review 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. Other matters that shall be decided by the general meeting of shareholders.
Article 41 the following external guarantees of the company shall be approved by the board of directors. Article 42 the following external guarantees of the company shall be submitted to the general meeting of shareholders for deliberation after being approved by the board of directors:
(I) the total amount of external guarantees of the company and its holding subsidiaries reaches 10% of the assets provided after (I) the amount of a single guarantee exceeds the latest audited net assets of the listed company or exceeds 50% of the latest audited net assets of the company;
Any guarantee; (II) the total amount of external guarantees provided by the listed company and its holding subsidiaries; (II) any guarantee provided after the total amount of external guarantees of the listed company reaches or exceeds the amount of the latest period and exceeds 50% of the latest audited net assets and 30% of the total audited assets of the listed company; Any guarantee provided;
(III) guarantee provided for guarantee objects with asset liability ratio exceeding 70% (III) general guarantee provided by listed companies and their holding subsidiaries; (IV) the amount of a single guarantee exceeds any guarantee provided by the company’s latest audited net assets after exceeding 30% of the latest audited total assets of the listed company;
10% guarantee; (IV) the latest financial statement data of the guaranteed object shows that the asset (V) provides guarantee to shareholders, actual controllers and their affiliates; The debt ratio exceeds 70%; (VI) the amount of guarantee within 12 consecutive months exceeds that of the company in the latest period (V) the cumulative amount of guarantee within the last 12 months exceeds 30% of the company’s audited total assets; 30% of the latest audited total assets;
(VII) the amount of guarantee within 12 consecutive months exceeds the guarantee provided by the company to shareholders, actual controllers and their affiliates in the latest period (VI); 50% of the audited net assets and the absolute amount exceeds 50 million yuan (VII) Shenzhen Stock Exchange or other circumstances specified in the articles of Association; Shape.
(VIII) other guarantees stipulated by laws, regulations and normative documents. When the general meeting of shareholders of a listed company deliberates the guarantee matters in Item (V) of the preceding paragraph, it shall take shape.
