Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499)
Comparison table of amendments to the articles of Association
After deliberation and approval of the 15th meeting of the 4th board of directors of Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) (hereinafter referred to as "the company"), the company plans to amend some articles of the articles of association. The specific amendments are as follows:
Original clause revised clause
Article 12 business purpose of the company: according to the current article 12 business purpose of the company: operate according to the agent enterprise system, strive to maximize the shareholders' rights and interests and the value of the company, promote the operation of pure water cooling and modern enterprise system, and strive to realize the shareholders' rights
Development of related industries.
Maximize the value of Yihe company and promote pure water cooling
But the development of and related industries. The company establishes a Communist Party to organize and carry out party activities in accordance with the provisions of the constitution of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Article 18 approved by China Securities Regulatory Commission
Approved by the Commission in document zjxk [2016] No. 94,
On January 22, 2016, the company first issued shares to Article 18 of the society, and publicly issued RMB 16.67 million ordinary shares in China
Shares were centrally deposited in Shenzhen Securities jiaoguo Securities Depository and Clearing Co., Ltd. on February 2, 2016.
The exchange is listed on the gem. The shares issued by the company,... Are centrally deposited in China Securities Depository and Clearing Co., Ltd.
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Article 23 under the following circumstances, the company may purchase its own shares in accordance with laws, administrative regulations and departments. However, except for one of the following circumstances: according to the regulations and the articles of association, the acquisition of the company (I) reduces the registered capital of the company;
Shares:
(I) reduce the registered capital of the company; (V) use the shares to convert the company bonds issued by the company that can be converted into shares;
(V) converting shares into listed companies; (VI) corporate bonds convertible into shares issued by the company to maintain the company's value and shareholders; Required for equity.
(VI) it is necessary for a listed company to safeguard the company's value and shareholders' rights and interests.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 29 directors, supervisors
Article 29 the company's directors, supervisors, senior managers, managers holding more than 5% of the company's shares, shareholders holding more than 5% of the company's shares,..., securities companies holding more than 5% of the shares due to the purchase of after-sales surplus shares through exclusive sales,..., securities companies holding more than 5% of the shares due to the purchase of after-sales surplus shares and the surplus shares of the securities regulatory authority under the State Council, And other circumstances stipulated by the CSRC.
Except for other circumstances specified.
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If the board of directors of the company fails to act in accordance with the first paragraph of this article, the board of directors of the company does not act in accordance with the provisions of the preceding paragraph
If the provisions are implemented, the responsible directors shall bear joint and several liability according to law. Responsibility.
Article 40 controlling shareholders and actual shareholders of the company
The international controller shall not use its affiliated relationship to damage the controller, and shall not use its affiliated relationship to damage the interests of the company. Violation of regulations causes losses and interests to the company. Those who violate the regulations and cause losses to the company shall be liable for compensation.
Should be liable for compensation.
The controlling shareholders and actual controllers of the company have the obligation of good faith to the controlling shareholders and actual controllers of the company And the public shareholders of the company have the obligation of good faith
Article 44 the general meeting of shareholders is the of the company Article 44 the general meeting of shareholders is the of the company
The authority shall exercise the following functions and powers according to law: the authority shall exercise the following functions and powers according to law:
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（15） Review the equity incentive plan; （15） Review the equity incentive plan and employee stock ownership plan;
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Article 45 transactions of the company Article 45 transactions of the company (except the provision of guarantee and financial assistance) that meet one of the following standards shall be disclosed in time. In addition to timely disclosure, they shall also be submitted to the general meeting of shareholders for deliberation: when submitted to the general meeting of shareholders for deliberation:
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(II) foreign investment (including entrusted financial management), (II) foreign investment (including entrusted financial management, investment in subsidiaries, investment in the establishment or capital increase of wholly-owned subsidiaries, except the establishment or capital increase of wholly-owned subsidiaries); (except the company);
(III) providing financial assistance (including entrusted loans) (III) renting in or renting out assets;
Payment)
(IV) providing guarantee (refers to the guarantee provided by the company for the entrustment of another company for 12 consecutive months, including the guarantee to the holding subsidiary); In case of assets, the maximum balance in the period shall be the transaction amount, (V) assets leased in or leased out; The above provisions apply.
... if the company and the same trading party simultaneously have two financial transactions in opposite directions except item 2 of the entrusted matters of the above company for 12 consecutive months, the above provisions shall apply according to the transaction amount in one direction when the maximum balance in that period is the transaction amount. The higher of the easily involved indicators shall be taken as the calculation standard.
Article 48 the following external guarantees of the company article 48 the following external guarantees of the company shall be approved by the shareholders after being deliberated and approved by the board of directors, and shall be deliberated and approved by the general meeting of shareholders after being deliberated and approved by the board of directors:
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(VI) guarantee for shareholders, actual controllers and (VI) guarantee for shareholders, actual controllers and their related parties; The guarantee provided by the joint venture;
(VII) the total amount of external guarantees provided by the Shenzhen Stock Exchange or the company (VII) exceeds other Guarantees specified in the articles of association. Any guarantee of... Provided after 30% of the latest audited total assets;
The company provides a guarantee for a wholly-owned subsidiary, or (VIII) the Shenzhen Stock Exchange or the company seal provides a guarantee for a holding subsidiary and other Guarantees specified in the holding subsidiary process. If other shareholders of the company provide the same proportion of guarantee according to their rights and interests, which belongs to the circumstances in items (I) to (IV) of the preceding paragraph, the company may be exempted from submitting the guarantee provided by the shareholder for the holding subsidiary and the holding subsidiary shall be approved by its general meeting. He offered the shareholders the same proportion of their rights and interests
If the guarantee falls under items (I) to (IV) of the preceding paragraph, it may be exempted from being submitted to the general meeting of shareholders for deliberation and approval.
If the board of directors and the general meeting of shareholders violate the approval authority and review procedures in the external guarantee, resulting in losses to the company, the relevant directors and shareholders who violate the approval authority and review procedures shall be liable for compensation, and the company will compensate according to the size of the economic losses suffered The relevant responsible person shall be given corresponding punishment according to the seriousness of the circumstances.
Article 56 individually or jointly held
Shareholders with more than 10% of the company's shares have the right to request the board of directors to convene an extraordinary general meeting of shareholders, and shareholders with more than 10% of the company's shares have the right to request the board of directors to convene an extraordinary general meeting of shareholders, which shall be submitted to the board of directors in writing. The board of directors shall propose to the board of directors in a formal manner. The board of directors shall, in accordance with laws, laws, administrative regulations and the articles of association,
According to the provisions of administrative regulations and the articles of association, the written feedback of consent or disapproval of convening an extraordinary general meeting of shareholders shall be submitted within 10 days after receiving the request and within 10 days after receiving the request
Written feedback from the general meeting of shareholders.
See you.
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The board of supervisors agrees to convene an extraordinary general meeting of shareholders. If the board of supervisors agrees to convene an extraordinary general meeting of shareholders, it shall issue the convening shares within 5 days after receiving the request. It shall issue a notice of convening the eastern general meeting of the general meeting of shareholders within 5 days after receiving the request. In the notice, it shall notify the change of the original proposal. The change of the original request in the notice shall be further approved by the relevant shareholders. Obtain the consent of relevant shareholders.
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Article 57 If the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own, they shall notify the board of directors in writing. If they convene the general meeting of shareholders, they shall notify the board of directors and the board of directors in writing. At the same time, they shall report to the CSRC where the company is located and file with Shenzhen Stock Exchange.
Local offices and Shenzhen stock exchange for filing. Before the announcement of the resolution of the general meeting of shareholders, the convening shareholders shall issue the notice of the general meeting of shareholders to the general meeting of shareholders, and the shareholding ratio shall not be less than 10%.
During the end of the day, if the shareholding ratio of the convening shareholders is not the same as that of the board of supervisors or the convening shareholders, they shall issue the shareholders' general meeting
Less than 10%. When the notice of the shareholders' meeting and the announcement of the resolution of the shareholders' meeting are issued, the shareholders convening the meeting in Shenzhen shall submit relevant supporting materials to the stock exchange when sending the notice of the shareholders' meeting.
And the announcement of the resolution of the general meeting of shareholders, submit relevant supporting materials to the dispatched office of the CSRC and Shenzhen stock exchange where the company is located.
Article 61 the company shall convene a general meeting of shareholders, and Article 61 the company shall convene a general meeting of shareholders
The board of directors, the board of supervisors, the board of directors, the board of supervisors, and the shareholders who individually or jointly hold and hold more than 3% of the shares of the company, have the right to propose to the company
